Sentinel Gear: Twin Spiders
by SolidSpider315
Summary: This labor of love came about from one Facebook post: Mash-up the last two video games you played. For me that was: Metal Gear Solid 4 & Spider-Man: Edge of Time. This got me thinking... what would that be like? I researched online to find nothing. So I began writing. In this I honor Misters Hideo Kojima, Steve Ditko, and Stan Lee for which this wouldn't exist.
1. Chapter 1

**Sentinel Gear  
The Twin Spiders**

**Prologue**

Throne Room  
The Sovereign Nation Wakandaland

The vast doors parted and a lone man strode through. He wore an unknown type of full dress uniform and smoked a long cigar as he approached the ruler of Wakandaland: The Black Panther. The military man gave the slightest of nods which his highness reciprocated. "To what do we the owe honor of a man from SHIELD?" "The name's Jameson, your lordship, Colonel J. Jonah Jameson of SHIELD. A while back you guys had yourselves a little flap. We sent a couple of ours in to help..." "This caused us and many other countries to have to redraw their maps." Jameson took a long drag of his cigar and then expelled it as if ignoring the jibe. "Occupational hazard, your highness. At any rate we technically lost two of ours in that debacle… one to death the other disappeared. We've come to bring him back." "You cannot be serious Colonel! Anansi lost everything, even his identity! Why can you not leave him in peace?" "Highness call him whatever you like but he was born for the battlefield. Besides he is the only one who can help." "NO!" The Black Panther slammed his left fist into his throne and was on his feet bolt upright pointing with royal authority. "You will leave him alone! There are many operatives at your disposal so why not summon them? Or perhaps for the assistance of Iron Gear?"

Jameson frowned. "This type of operation is on a need to know basis, your worshipfulness. This means neither you, nor Tony Stark need to know!" Jameson was pointing back with cigar burning between his fingers. "Furthermore I didn't _have _to come before you! I'm merely here as a blasted courtesy to let you know we've come for our man!" The throne room grew silent for a moment. Jameson seemed to collect himself. "Thank you for your time and cooperation." He then spun on his heel and began to make his way back out. "You were a distraction all along?" The Panther realized. Jameson looked over his shoulder at the king. "You can think of it like that if you want your highness. But know this only a man with his unique talents can possibly accomplish this mission." "What makes you think that Colonel?" "Because he's exactly what we need… a menace!"

**Chapter 1: The "Menace" Returns**

The operative in question's name is Peter Parker; better known throughout the world of top secret black operations by his call sign Solid Spider. At a young age Peter became aware of his spider powers; from crawling on walls, his warning spider sense, to having the proportionate strength, speed and agility of a spider. He even developed his first web shooters. He began crime fighting at night to hone his skills while going to school during the day. Wanting to follow in the footsteps of his father Richard Parker, the great Black Tarantula, Peter eagerly joined the military out of high school much to the ire of the only parent he had even known his Uncle Ben. Peter rose quickly within the Army and his abilities caught the attention of SHIELD. Under the command of his father's friend, General Nick Fury, Peter trained hard earning the call sign Spider, the same as his father. Soon after he was then thrust into his first covert operation during the Genoshian Conflict.

The Genoshians had kidnapped billionaire scientist Anthony Stark and forced him as well as other world renowned scientific minds to build machines to persecute, subjugate and enslave the genetically mutated humans, or Mutants, inhabitants of their country using bipedal machines they called SENTINEL GEARS. Some of the captured mutants had their cells extracted to use in the genetic experiments to create a mutant clone army to further the military might of Genosha. The island was protected on all sides by the Sentinel Gears making a forward assault impossible. Without an option the U.S. government turned to SHIELD. Fury sent his best operative Master Murdock into Genosha and he never returned. After that failure Fury turned to his newest recruit Peter, the newly dubbed Solid Spider, to go into Genosha, rescue Master, Stark, the other scientists and stop the oncoming threat of Genoshas new fighting force.

Using contacts SHIELD had with the underground rebels Spider made his way on and through the island aiding them wherever he could. With their help he rescued Master, who was now blind by the torture and experimentation he was forced to endure. They in turn liberated the scientists and mutants aided by the armor Stark, with the help of his fellow prisoners, secretly built they called Iron Gear! With the resistance forces combined with Iron Gear and the other liberated Mutants Solid Spider made his way within the Genoshian Citadel to find the terrorist leader calling himself simply Sinister. As the battle began it was quickly clear that Sinister was a mutant himself with the ability to regenerate. Though Spider was injured he managed to use Sinister's own technology against him. With his regeneration ability dampened Sinister's he engaged the self-destruct sequence to detonate the island. Prior to making his escape Spider made sure the Sentinel Gears were disabled and destroyed as well. All maps had to be redesigned that day. Peter thought he'd seen the last of Sinister.

Two years after the Genosha incident Spider had been training some new recruits and even fell in love with a capable woman Felicia Hardy, call sign Cat. They were quickly separated however when a heavily armed military force began to invade the sovereign nation of Wakandaland. The overthrow of the government was swift once they murdered their leader the former king, the Black Panther. Soon after reports began to come in of giant bipedal machines standing guard at the country's borders. Not to mention invasions of neighboring countries as well. General Fury at this point had retired leaving Colonel James Jonah Jameson in command who sought out Parker to go in assess the threats and if so disable them. He at first refused until Jameson informed him Hardy had gone in and been captured.

With the help of Wakandaland loyalists, led by the crowned prince and new Black Panther, Spider made his way within the borders and discovered the rare ore of Wakandaland, the most unbreakable substance on the planet Ultimatium which is only obtainable in Wakandaland. It was being used within the nation's volcano as a factory to mass produce several newer models of Sentinel Gear that would almost be indestructible. Enough units to begin a full scale world war. Spider managed to find his way to where the prisoners were being held and freed them all including his beloved Cat. Together they hatched a plan to use the explosives they both had to cause an eruption within the volcano the factory for the new Sentinel Gears was to create enough heat to melt the Ultimatium to metal slag rather than into walking machines of death. However just as Spider was done he got a communication from Cat's frequency. It was the voice of Sinister. He had Cat and was goading Spider into a fight. With no other option Spider made his way to face his nemesis. The two traded words and blows with Sinister catching Spider off guard revealing that it was due to his insights into genetic engineering that Peter had his spider-like powers. Spider continued his advance only to be stunned by the appearance of his former commanding officer General Fury.

Fury then began to inform him of the rebirth of the Super Soldier program. Their intent was to recreate the formula to create a second Captain America since the first died at the end of that war due to the serum being unstable. The Black Tarantula was selected for his prowess as a soldier to be the first of new Super Soldiers. However something in the process went wrong and while his DNA was altered it was not the way they'd intended for Richard Parker's blood had become too irritated to the point that it was poisoning him. Before his demise they extracted cells from Parker's body so as to possibly find out what went wrong and attempt to improve the process. The end result was Peter Parker himself. As Sinister laughed Spider wasted no time and detonated the charges throughout the factory. The ensuing chaos was enough of a distraction for Spider to knock Sinister into the molten lava nearby and chase after Fury. As the factory deteriorated around them Fury began to shout admonishments and the truth about the Genosha incident. His last parting shot was the corpse of his love Felicia Hardy. The two then fought hand-to-hand in the emergency escape elevator leading back up to the surface but the eruption was happening too fast and the lava would engulf them both soon. Wasting no time Spider webbed Fury to the elevator floor and escaped through the roof hatch and used all the web fluid he had left to quickly pull himself out prior to the explosion.

Wakandaland was free of the Sentinel Gears but it had cost Peter Parker more than anyone else. For it seemed he was a genetically altered clone of a man he had admired under the orders of a man he felt was his father created by his nemesis. Spider would disappear into the jungles of Wakandaland with the help of a thankful new King. That was until yesterday when a small platoon of troops surrounded his home and escorted him at gunpoint to where he was now.

Rogers Class Submarine christened: "Bucky"  
A few miles off the coast of Alaska  
20 Hours to Deadline

"Listen closely you menace!" The gruff voice of his former commanding officer brought him out of his thoughts and back to the present. "The nuclear weapons disposal facility on Shadow Moses Island in Alaska's Fox archipelago was attacked and captured by the Next Generation Special Forces being led by members of SHIELD. They have newly dubbed the island Spider-Island and themselves the Sinister Six." There was a chuckle from the operative. "Sounds to me like they're trying to get someone's attention!" The Colonel chuckled at the notion for his operative had a point. "They're demanding that the government turn over the remains of The Black Tarantula, a.k.a. Richard Parker. They say if their demands are not met within twenty-four hours... they'll launch a nuclear weapon. " Colonel James Jonah Jameson, call sign Triple J, let that information sink in as he took a small drag on his hand rolled Cuban cigar. His operative sat on the chair within one of the briefing rooms of the newly christened Rogers class submarine. Though he had been out of action for about two years he had been happy to see he had kept fit. Jameson hoped his skills were as sharp as ever so that he could survive this mission. He then went on "You'll have two mission objectives. First you're to rescue the DARPA Chief, Ben Urich and the President of Oscorp Harry Osborn. Both are being held as hostages. Secondly you're to investigate whether or not these terrorist have the ability to make a nuclear strike... and stop them if they do." _Harry!_ Spider thought.

Without another word the operative stood and began to don the suit Jameson and his team had brought special for his mission. "What's the insertion method?" "We'll approach the facility by sub." "And then?" "Deploy a one man swimmer delivery vehicle. Once it gets you as close as you can, dispose of it. From there you'll have to swim." Jameson heard the operative grumble at this. Normally he would chide him for it but opted instead to continue. "SHIELD. You're former unit and one I was a commander of." Another chuckle from the operative. "So they're still around." "Never went anywhere, son. Unlike some people." Jameson jibed back. "There are six former agents involved in this terrorist activity: Doctor Otto Octavius, call sign Psycho Octopus... with his powerful psychic abilities. Lyla Kravenoff, call sign Kraven the Huntress… beautiful and deadly hunter. Her half-brother Dmitri Kravenoff, call sign Mysterious Decoy… a master of illusion. Mac Gargan, call sign The Scorpion... a deadly giant and Herman Schultz, call sign Shocker Ocelot... a specialist in interrogation and formidable fighter. Finally… in charge of them… their squad leader Liquid Spider." The operative was suited up and went visibly rigid at the sound of this. "Liquid Spider?" "The man with the same code name as you. We've no other information since it's classified to the highest level. All we know about him is he goes by Kaine." The operative began to flex and stretch in his new suit. "Why are these things always so tight?" Jameson ignored the question.

"The disposal facility covers the whole of Spider-Island. I'll instruct you by Codec when you arrive." The operative chuckled as he continued to get used to his new suit. "Anyone going with me?" "As usual this is a one man infiltration mission." "Weapons and equipment OSP?" It was Jameson's turn to chuckle. "All except these." Jameson handed the newly refurbished items to his operative. Within seconds the operative had them attached to his wrists and palms. He then began to shoot strands of strong webbing out each one sticking lines up against the bulk heads. "Latest version." A new voice chimed in. The men turned to find a young officer with Asian features, golden blonde hair, and a black hair band keeping it in place just behind her forehead. "Parker this is Gwen Ling. She's our new gear head. She's designed everything from your new web shooters to you radar system. You have a question about either give her a call on the Codec." Ling stepped forward extending her hand to Parker. "It is an honor to meet you, Spider." In a flash the operative Peter Parker, Solid Spider, fired a new web line into the ceiling and hung upside-down from it. With a free hand he took her hand and shook it. "I never imagined a designer of military technology to be so, cute!" Instantly Ling exploded into a fit of giggles. Jameson quickly swiped with his knife at the web line cutting it cleanly sending Parker to the deck with a thud. It happened so quickly that Ling even squealed in surprise. "Colonel!" "Focus on your mission, Parker! This is a top secret black op! Don't expect any official support!" Rubbing his newly injured head he began to stand as another woman ran in. "What was that noise just now?" "Oh it's just some flotsam from outside doctor. It's typical. Happens all the time." The Colonel lied. Dr. May Hunter approached Parker and examined him quickly. "As many chances you take Mr. Parker I'm honestly surprised you're still alive." "Don't coddle him, Mayday! He's hale and hearty, right Parker m'boy?" The gruff Colonel chucked Parker on his shoulder. Parker merely dusted off the shoulder Jameson had touched. They then made their way towards the torpedo room. "Have to say Ms. Ling I am impressed with these. You've really improved on my original design!" "I've added some new features as well. You've already tested the standard feature but if you need to immobilize an enemy deploy your impact webbing." Ling quickly grabbed Parker by the right arm and aimed it at a nearby chair. With a mere flick of the wrist the web shooter burst a ball of webbing out which completely covered the chair tangling it beyond recovery. "Also there's the new detonation feature. Your new sneaking suit not only comes with impact and regular web cartridges but also detonation packets. Place the desired amount of plastic explosive onto your web shooter and fire. There are various amounts of packets for any kind of situation but I only had time to make a small amount. So use it sparingly." "I will. Are you also the one who redesigned my suit?"

"I actually had a hand with that." Dr. Hunter piped in. "It's a prototype sneaking suit we're developing. It makes use of light refractive technology to find a way to blend in with its environment." Hunter took Parker's arm and moved him into an alcove. Within seconds the suit compensated for the lack of light by turning pitch black. "While it can help you to blend in if you don't give the suit enough time to compensate you may be spotted by the enemy so be careful. Also..." Hunter handed him the last piece of his suit... His mask. It resembled the one he always wore… red with black webs and the two white lenses to protect his eyes. However upon donning it the mask seemed to adapt to the new suit and turned black as well. "As you can see your mask also has the light adaptation technology. Also your lenses with accommodate for any type of light be it infrared or night vision. But be careful with the night vision if an enemy hears it may give away your position." "Wow. Feels like Christmas!" The ladies chuckled but the laughter was brought to an abrupt halt by the loud cough of Triple J. "Whenever you're ready, you menace, we have terrorists to stop!"

Peter had put up a brave front but the experiences of his life up to this point had scarred him. He did indeed joke, flirt and whatnot like his reputation would demand but if anything it covered the pain he felt over the betrayal of a man he trusted as well as the weight of the loss of the woman he had loved. Either his high sense of responsibility or survivor's guilt kept the pain of her death close. The time alone in Wakandaland was mildly therapeutic but since being forcibly returned into the military it did bring up harsh memories. A small vibration and beep within his ear shook him free of his thoughts. With a touch to his neck he connected the call that was incoming on his Codec. "You reading me, menace?" "Loud n' clear, bristle top!" Parker joked. "Glad to see you're cracking jokes again because here's where things get serious. We're close to the outside of their radar net. So prepare the SDV." Peter made sure his breathing apparatus was over his face and grasped the controls of the Swimmer Delivery Vehicle. It was a modified torpedo to accommodate one passenger for deployment into a hostile environment. It was launched through the submarine's torpedo bay which meant the tube, as well as the SDV had to be flooded with water. Hence why Spider was wearing the breathing apparatus over his face. "How's the new suit feeling?" The voice of Dr. Hunter piped in. "Feels better than my old one honestly. Will I be able to survive the harsh cold in just this?" "It's designed to prevent hypothermia. This plus the nanomachines should be sufficient to keep you warm." "In that case I'm grateful! Colonel is there a diversionary op in place?" "We've got two birds ready to fly once you land. Prepare for launch." The signal cut off as the water began to flood the torpedo tubes and the SDV.

Moments later the SDV was launched from the sub. It bucked and groaned for a while but began to slow as the momentum ended. Once it did Spider turned on the small turbine, the outside camera, and small lights. His map had him almost a few feet from the island proper. Once he felt close enough Spider popped open the canopy and began his swim up to the surface. He rose and found himself within a small dry dock. He noticed two guards patrolling the area so he moved as quietly as he could to a large cistern nearby so as to conceal his landing. He slowly pulled himself out of the water and turned with his back to the cistern. As he did so he could've sworn he heard a voice say something but couldn't tell due to alarm now sounding. He removed his breathing apparatus and flippers and recovered his face with his spider mask. _Time to get to work._ He thought to himself.


	2. Chapter 2

**Chapter 2: Infiltration**

Dry Dock, Spider-Island  
19 Hours to Deadline

Now ready he contacted Triple J via Codec. "This is Spider. Can you read my Colonel?" "Loud and clear, Spider. What's the situation?" "Seems the elevator in the back is the only way up." "Just as I expected. You'll have to take the elevator up to the surface. But make sure no one sees you. If you have to contact me use the Codec. As you already know when we need to contact you the Codec will stimulate the small bones of your ear so no one but you will hear it." "I got it. Okay am ready to go." Spider took in his surroundings and accessed his radar on his wrist. According to it there were two guards patrolling the area. He watched their movements closely and began to crawl under the cistern he had used for cover and onto the nearby wall. Moving slowly and silently he then crawled up the wall and onto the ceiling above making sure to keep to the shadows. With his entire suit blending into the shadows Spider had a great eye view of the patrolling sentries. They were adequately dressed from head to toe in winter clothes keeping them warm considering the temperature. They carried customized assault rifles modified to carry flashlights for better aiming as well as grenades. Spider frowned underneath his mask but knew of a way around them. Biding his time he waited for the nearest guard to turn his back then fired a web line at his back. With a quick jerk the guard was pulled towards Spider only to land on the nearby wall hard knocking the wind out of him. With two swift punches Spider knocked the guard out and webbed him to the wall so he would not be seen. At least until the webbing dissolved. _Oh he'll feel that later._ Spider joked to himself.

He moved across the ceiling and dealt with the other guard the same way. With his radar clear Spider made his way back down to ground level and walked into the elevator. After pushing the only button leading up he made sure to check all his equipment. He changed his lenses from regular to infrared then to night vision and back to normal. He checked all his web cartridges, emergency refills, detonation packets and impact webbing. While he could have swiped their assault rifles to use them the only type of projectile weapons Spider would use were his web shooters. He did keep a knife handy in the off chance he'd need it for something but that was as close to a lethal arsenal he carried. As the elevator continued its way up into the outside area he recalled a conversation he'd had with Cat two years ago. How sometimes a gun can be a very handy weapon. He remembered the warmth of her face as he held her head in bed. Just as quickly his mind shifted thanks to the sound of the lift stopping of her demise. It was at the hands of his former commander Nick Fury. With pistol in hand he pointed it to his lovers head and pulled the trigger ending her life.

Entrance to the Disposal Facility

The Codec beep brought him out of his memories. Spider found himself grasping the ceiling of the elevator for dear life. He had not even realized he had done it. As he dropped to the floor again he activated the Codec.  
"You okay there, Spidey? Am reading your vitals and something just caused a spike in adrenaline as well as your blood pressure to drop!" He could hear concern in the voice of Dr. Hunter.  
"It's nothing. No reason to call `Mayday' just yet." He quipped.  
He then stepped out of the lift and into the brisk cold. A large building loomed before him with huge double doors. On each side were two large towers with guards and search lights all around. The search lights crisscrossed near the entrance where sat a large military grade snow vehicle perfect for getting around in Alaska. He found that Dr. Hunter was still on the Codec.  
"Excuse me doctor but may I talk to the Colonel?" After a moment Jameson was on the line.  
"What's the situation, menace?"  
"You know sometimes I think you prefer that word to my actual call sign! Anyway I'm in front of the disposal facility."  
"Good work. Age hasn't slowed you down one bit!"  
"How goes the diversionary operation?"  
"Two F-16's just took off from Galena and are headed your way. Their radar must've picked it up by now." In the distance Spider could hear what sounded like helicopter rotors. He then adjusted his lenses to binoculars and saw the source.  
"A Hind D? Colonel what's a Russian gunship doing here?"  
"I have no idea."  
"Wow. He'd have to be crazy to fly that in this weather!" Gwen chimed in.  
Spider had to chuckle at that. "I like the way you think, Gwen. Guess I won't be bored for the next eighteen hours!"  
There was a giggle on her end of the Codec. "I look forward to learning about the man behind the legend!"  
"All right you two flirt on your own time! Spider I want you to infiltrate the disposal site and look for the DARPA Chief."  
"You always did know how to ruin a good time old flattop!"  
Before Triple J could fire back Mayday spoke up. "The DARPA Chief was injected with the same GPS tracking nanonmachines as you so he'll appear on your radar as a green dot!"  
"Though your radar isn't affected by the weather since its built from currently existing technology it does get jammed easily and won't work in an area of strong harmonic resonance so be careful." Gwen said. "Now then menace get in there and find the Chief. See if he can give you any intel on the terrorists… if he's still alive."  
"Way to dampen the party, J.J.!"  
Through clenched teeth Jameson responded. "We'll be monitoring your movements by radar so feel free to contact us by Codec whenever you want."  
"Got it. I'll call if I'm feeling lonely."  
"In all seriousness Spidey we're here to back you up so feel free to call us if you need information or advice!" Spider was somewhat moved by Mayday's comment. Rather than endure the awkwardness of thanking her he decided to get his head back into the mission.

He swiftly moved to a higher position and adjusted his masks lenses. He then began to transmit a live feed back to his support team aboard the _Bucky_. Seconds later Jameson spoke. "If you want to get in there's the front door. It's the fastest way but there's too much of a risk of being spotted by the enemy." "Yeah. I can't exactly walk up to the door and say `Shadow Moses Pizza Delivery'! See the sentries on the left and right Colonel?"  
"Yes. Our diagram of the facility shows an air duct on the second floor."  
Spider craned his neck and adjusted the lenses as best he could. "I can't see it from here."  
"I'll let you decide the best C.O.A. We're counting on you, webs!" With that the Codec went silent. _S.D.V., O.S.P., C.O.A. Honestly how hard is it to just say "You decide what to do Spider! You're there after all!" Sheesh. Military does love its acronyms and to micro-manage. On second thought maybe it's just Jameson._ Spider moved quickly to the left and concealed himself behind a container that had been left there prior to the now raging snowstorm. Using his filtered lenses he saw the sentry moving towards the left most guard tower. Spider knew that any movement he made would have tracks they would see. He smiled beneath his mask when an idea came to him.

When the coast was clear Spider made his way towards the guard but stopped and made a circle of footprints around the second container. He then jumped quickly to the nearby rock wall and clung to it waiting for his moment. As anticipated the sentry returned. "Huh? Whose footprints are these?" The sentry followed them past the circle Spider had made around the container and to the point where they stopped. The sentry's head shifted from side to side out of confusion. Like lightning a blast of impact webbing landed on the sentry pinning him to the still falling snow. Spider leapt down and delivered a knock out kick to the sentry's head. He then began to make his way up the tower but what he saw gave him pause. _A surveillance camera?_ It oscillated on its perch from left to right. Spider used his agility to maneuver beneath the camera and make his way onward. Just as he made his way up the steps he noticed another sentry about to turn the corner. Without hesitation Spider flipped over the railing behind him and clung to the underside of the walkway. He listened to the approaching footsteps and bided his time. Then when the footsteps were beside his head he quickly fired a web line and pulled the sentry to him. The speed of the jerk as well as the impact on the nearby rock wall knocked all the air out of the sentry. For good measure Spider gave a swift knockout punch and webbed him to the wall. He then used his spider-sense to make sure it was safe and made his way onto the second floor walkway and ducked into the nearby open air duct.

_Geez. More claustrophobia. _Spider thought as he made his way through the air duct. It was not too much unlike the rolling hills and streets of his home in New York. As he made it around another turn his Codec beeped.  
"Hey there Spidey! It's Matthew Miller! It's been too long!"  
"Master! What are you doing here?"  
"As you are already aware after I left SHIELD I became a drill instructor until recently. So I moved out here to Alaska. Once in a while I still help out the Alaskan Scouts."  
Spider chuckled. "Still passing on your skills to the next generation."  
Miller also laughed. "Though these days they gave me an alternate call sign of `The Devil'" "I can't imagine why." With another chuckle Miller continued. "Jameson filled me in on the situation there. Thought I could be of some use."  
"There's no one I'd rather have in a fox hole than you."  
"I know lots about survival in a harsh environment so call me if you have any questions about the flora or fauna out here. You can get in contact with me by frequency 141.80."  
Spider then grunted as he felt something crawling near him. He moved to one side to see a mouse. It seemed to give Spider a funny look, turn around and continue on its way. "What the…?"  
"What is it?"  
"A rat!" Spider said.  
"Ah. Judging by the sound I'd say it was an Alaskan field mouse. Don't worry they can't hurt you. Wild field mice don't have a thick layer of fat, but they can still survive the bitter winters here without hibernating. They dig tunnels under the snow and that's how they keep warm."  
Spider continued to crawl through the duct and replied. "Sounds to me like survival specialists. I could learn from them."  
"They do have a dark side: sometimes a male will eat and kill offspring that isn't their own."  
"Selfish way to cull the gene pool if you ask me."  
Master and Spider chuckled together. "Some would consider it a brilliant program. At any rate if there are mice then there must be an exit somewhere. So follow the mice." Master then signed off.

Spider adjusted his lenses to night vision and followed the mice. Sure enough they led him to an open vent in the duct system with a ladder below it. He returned his lenses to normal and peered through the open vent. What lay below him was a hangar of some kind. He noticed at least three sentries on patrol along with what appeared at first glance to be an M-1 tank. The walkway below looked metal so Spider instantly knew his feet would make noise with every step. He looked ahead to the walls to find a single oscillating surveillance camera ahead. _That'd be a problem_. He thought as he double checked his radar. When he felt the coast was clear Spider quickly wall crawled to the camera and moved so that he was beneath it. He stood stock still as the sentry nearby made his way past. Spider then crawled across the floor and around the corner out of the sentry and the camera's sight. He waited in a crouch for the guard to make his return trip. Upon doing so grabbed him quickly, slammed him against the wall, punched him hard to knock him out and finally webbed him to the shadow covered wall he had just used for cover. _ Sweet dreams, pal. A webbed sentry is one less sentry to worry about! _ Moving slowly back onto the wall and aided by both his Spider sense and radar he made his way to the lower floor. He quickly crawled his way underneath the tank and noticed the elevator door. His Codec then beeped in his ear.

Jameson spoke instantly "According to the GPS you're in the tank hangar. There should be a cargo elevator in that area."  
"I got it." He replied then ended the call.

Biding his time Spider waited as the sentry continued his patrol. When he had his back to him Spider fired a web line at the sentry's right foot and yanked hard. The Soldier never knew what hit him as he fell forward onto the unforgiving metal. Spider moved quickly and checked his pulse. He would live but have a terrible headache. He then dragged the unconscious soldier to the stairs and pushed him under them webbing him up just for good measure. Now free from being discovered he walked to the cargo elevator door and called it. Moments later it arrived and he stepped within hitting the button for the next floor down.


	3. Chapter 3

**Chapter 3: Sentinel Gear X**

Detention/Interrogation, First Floor Basement  
18 Hours until deadline

Upon arrival on the second floor Spider's radar had a large green dot on its screen. A Codec call came in just as he had noticed it.

"Look at that! It must be the DARPA Chief! Hurry and rescue him!" Gwen cried out.

Spider ended the call instantly and began to look around. According to his radar the chief had to be in a cell under guard so walking in through the front door was out as an option. Ahead of him were doors on the left and right. The chief was through the door on Spider's left while the right would not open due to the level of security…. He did not have level seven yet. So moving along he found the hallway end without anything to show for it. Confused Spider looked around for a bit and then saw his way in. He crawled up the wall and removed the vent on the nearby air duct that went by. Once within the duct the radar would not work so he began to crawl his way forward. He saw a light ahead so he slowly made his way to it. What he saw within surprised him to say the least: a woman. She wore military issued boots and fatigues but her fatigue top was somewhere off to the side where Spider could not see for she seemed to be wearing only her white tank shirt which covered her sports bra. She had her feet wedged beneath the bed her captors had provided as she continued to do sit ups. While Spider would have enjoyed watching her he shook such thoughts out of his head and crawled forward. However the sight of her fiery red hair stuck with him.

He reached the end of the duct to find another opening. Sitting below was a man wearing a disheveled suit. He sat hunched over on his bed as if in defeat. Spider managed to find a way to loosen the vent cover from his end so as to allow him access to the cell. "Who.. who's that?" the prisoner replied. He got his answer a second later as Solid Spider dropped through the opening upside down hanging on a web line. "I've come to save you. You're the DARPA Chief Ben Urich, right?" Obviously caught off guard Urich scratched the back of his head. Spider looked Urich over and noticed it looked as if he'd been through hell. "You're here to save me, huh? What's your outfit?" Urich scoffed. "Hey don't mind me! I just risked life and limb just to get in here. Not like a `Thank you' would go amiss!" Spider then let go of his in the duct then crawled onto the wall. He was now hanging from the adjacent wall line looking directly at Urich who let out a deep sigh. "Guess its true then. You don't look like one of them. In that case get me the hell out of here!" "Slow down! Take it easy, Urich! Don't worry! First I'll need some information about these terrorists." "Oh?" "Do they really have the ability to make a nuclear strike?" Urich looked at Spider as if there was egg on his mask. "What are you talking about?" "This Sinister Six are threatening the White House. They say if their demands aren't met they'll launch a nuke. Is it possible?" Urich's eyes were wide with terror and shock. His hands went to his mouth as if making a realization. "It's possible. They.. could fire a missile." "But how? I thought this place was just for keeping dismantled warheads." Urich's eyes turned stern. "What I'm about to tell you classified information." Spider nodded his understanding and folded his arms across his chest. "We were conducting exercises with a new type of experimental weapon, a weapon that will change the world. It's a weapon that can fire a nuclear strike from anywhere on the Earth…. a nuclear equipped walking battle tank!" Spider let go of the wall and dropped to the floor. Using the momentum of the drop he landed fist first on the floor causing a small crater upon impact.

"Sentinel Gear!" Spider replied through clenched teeth. Urich was taken aback. "You knew? Sentinel is one of the top secret black projects! How could you possibly know?" Spider cocked his head and replied "We've had some run ins in the past. So that's the reason you're at this disposal site?" "Why else would I come to a God forsaken place like this?" Urich replied with a shrug. Spider stood with his arms folded once more. "I'd heard, and hoped the Sentinel gear project was scrapped!" "On the contrary it's become a huge joint project between Oscorp and ourselves. The idea was to use this exercise as raw data, and then proceed to mass production." Urich then hunched over again and sat back down on the bed. "If not for this insurrection…" Urich sighed heavily then seemed to make a realization. "The terrorists have X." "X?" "Sentinel Gear X. It's the codename for the new prototype. They're probably already finished arming the nuke to go with X. After all these guys are pro's. They're all experienced in handling and equipping weapons." It was at that moment Spider's spider sense went off. He reacted quickly as the guard outside punched the door from the outside. "Hey! Shut up in there, willya?" Once the guard moved away Spider breathed a sigh of relief but stayed at his position sticking to the wall just above the door. "I thought all nuclear weapons were equipped with safety measures. Some kind of detonation code you have to input." "Oh you mean PAL. Of course there's a PAL. It's set up so that you need to input two different passwords in order to launch." "Two passwords then?" "Yes. I know one and Osborn knows the other." "Harry Osborn. The President of Oscorp, right?" Spider vaguely recalled his old school mate and friend. Though they were close at Midtown High he had lost track once he had joined the military. He never thought he would meet him again on the battle field. Spider shook such thoughts away from his mind and focused. "That's right. We each need to input our passwords or there can be no launch. But they… they have my password." "You talked?" "Not like I had any choice! Psycho Octopus can read and manipulate your mind! You can't resist!" Spider remembered back to his mission briefing earlier about Doctor Otto Octavius otherwise known at SHIELD as Psycho Octopus. He had also heard whispers of the doctor's abilities but knew soldiers would often embellish when it came to war stories. He now began to wonder how much he had heard was truth.

"Well this is bad." "I know. If they force Osborn to input his password they can launch a nuke but there is an option. The card keys." "Card keys." "Yes. They were designed by the system developers at Oscorp as an emergency override. Even without the passwords you can insert those cards and engage the safety lock." "If I were to do that it would stop the launch, right?" "Yes." "Okay Urich. Where do I find these keys?" "Osborn should have them. There are three cards total. You need to insert each key into the appropriate slot to engage the lock." Spider nodded. "Okay. The three card keys. Any idea where they're keeping Osborn?" Urich thought for a second. "Somewhere in the second floor basement. I overheard the guards say they moved him to an area with a lot of electronic jamming." "Hmm. Any other clues?" "I heard they cemented over the entrances but didn't have time to paint them. Keep any eye out for where the walls are a different color. Here take my ID card." Urich pulled out his card. Spider leapt down silently and took it. _A PAN card. _Spider observed. It was an acronym for Personal Area Network. As he recalled it transmitted data using the salts in one's body as a transmission medium. All one had to do is approach the doors security and the device would read the data on the card. It would then open automatically. "Okay. Time to get you out of here." Spider prepared himself to charge and break down the door when Urich stopped him.

"Wait. You haven't heard of any other way to disarm the PAL, have you?"  
Spider was confused. "No." "Not from your bosses or anyone?"  
"I just said no!  
"So does the White House plan on giving in to their demands?" "Sorry. That has nothing to do with my orders." "What about the Pentagon?" "The Pentagon?"

Spider's question was never answered. For at that moment Ben Urich began to convulse and grab at his chest. Spider was in shock as the DARPA chief began to wail and thrash about the cell. Spider could swear he heard banging against the wall next door from the female prisoner but was too focused on Urich. He then began to reach for Spider in his final throes and then in a blink he dropped to the floor. Spider quickly checked Urich's pulse to find he had none. Without a moment's hesitation he got on the Codec.

"Mayday! The chief! What just happened?"  
"It sounded like he had a heart attack.."  
"A heart attack? No." Jameson chimed in.  
"Colonel what aren't you telling me?" "You know everything I know, Spider! Try to understand! This op is security level Red! You need the highest security clearance to have access to the file!"  
Spider's teeth were clenched once more with fury. "You want me to believe you're in charge of this op, but you don't even have access to the file? Hell of a way to run a railroad if you ask me!"  
"I told you before the Secretary of Defense is in operational control. I'm merely here as your support! We don't have time for this debate you menace! Get out of there and find Osborn!" The Codec then went silent.

Furious Spider stood up and examined the room. Before he could climb back up the wall and into the vent he had just exited moments before he began to hear sounds of a struggle. Then he heard a loud impact from outside. His spider sense had not gone off yet so there was no immediate danger. As he heard footsteps he hid against the wall and then climbed up it until he was just above the door. Next thing he knew the door slid open. Curious Spider waited for his spider sense again but no danger was detected so he grabbed the top jamb of the door and flipped out of the cell… just in time to see out of the corner of his left eye a soldier with an assault rifle pointed at him.

"Don't move!" Spider noted through the corner of his eye that someone was face down on the floor, naked and knocked out cold. Closer to him was the soldier wearing the unconscious soldier's uniform and was pointing his weapon at Spider. "You killed the chief! You bastard!" He noticed the voice sounded feminine. He then put the pieces together. The woman he'd seen earlier with the lovely red hair was now holding him at gunpoint. He had to admit he was impressed by how she'd escaped. "Could you be.." Spider adjusted so he could look at her directly. "DON'T MOVE!" She shouted. Looking at the barrel of her rifle Spider almost chuckled for he noticed it was shaking. "This the first time you've ever pointed a gun at someone?" She did not reply. "Your hands are shaking. Can you shoot me, rookie?" "Careful!" She snapped. "I'm no rookie!" "Liar!" Spider retorted. "That scared look in your eyes… that nervous glance… That's the sign of rookie's eye if I ever saw them. Let me guess: You've never shot anyone, right?" "You talk way too much!" She cried back attempting to hide the fear. "You know I wish I had a dollar for every time someone told me that! I could afford to quit this type of business. But then again where else can I play with soldiers, guns, knives, nukes and stuff? By the way you may want to take the safety off there rookie!" "I told you I'm no rookie!"

They stood in silence for a few moments until she finally spoke.  
"Open that door!"  
"Uh… why?"  
"What do you mean why?"  
"Hey it's a fair question! Besides you started it!"  
"Just open the door! You got a card, right? So use it and let's get the hell out of here!"

Solid Spider's spider sense issued a warning just as the door slid open behind them both pouring in more soldiers with rifles. She turned to face them and yet she hesitated. Knowing full well she was not ready to pull the trigger Spider leapt into action. He jumped into the center of them and spun quickly in place knocking several of them away. Those that went flying were pinned to the spot with impact webbing. Next he grabbed the farthest soldier with a web line. He then yanked the line hard causing the soldier to fly forward and land on the soldier behind Spider. He then jumped and dodged the barrage of automatic gunfire from the last two until he landed behind them and smashed their faces together knocking them out instantly. He then made sure everyone was covered with a sufficient amount of webbing before turning to face the woman only to find her missing. He spun on his heel to see her glancing out the door. She then looked at Spider. "Thanks for the help!" Then made her way towards the elevator. "Wait!" Spider called and chased after her.

Suddenly there was a flash and Spider's mind was somewhere else in the building. "Ocelot you could've jeopardized everything if you'd killed him!" "My apologies, boss." The man who must have been Shocker Ocelot replied. Spider looked around and saw Ben Urich alive but out cold on some strange metal bed. "His will wasn't strong but the password is hidden within the deep recesses of his mind. If I were to push any harder he may become a vegetable." The second person seemed to be floating in midair and spoke with almost a German accent. The boss then spoke again. "Now we'll never get that detonation code!" "Not quite. I have a plan…"

Spider returned to the present due to his spider sense going off. The woman had spun around and pointed her rifle once more at him but this time the shaking and fear was not there. It was almost as if someone else were in control. She emptied the magazine as she waited for the elevator to arrive. Once it did she entered and disappeared behind the closed doors. Spider had intended to swear but before he could the man he saw floating a minute before in his vision was there before him. His eyes were covered by a strange square visor as his arms we crossed in front of his armored chest. It looked to Spider as if he was not even real… yet here he was! The vision then spoke. "Good girl. Just like that.." The man then vanished. Spider scratched his head. "What the hell is going on?" To get some answers he tried the Codec.

"Mayday I think I'm hallucinating! Is it the nanomachines?"  
"No the nanomachines are operating normally, Spidey."  
"So what the hell was I seeing?" "It might've been psychometric interference from Psycho Octopus. The Sinister Six's psychic. Consider it  
a mental feedback loop."  
"So that was Octavius. Nice to have a face to fit the reputation."  
"He has the ability to read or even manipulate minds. Seems he's managed to get Urich's detonation code."  
"I wonder about that."  
Jameson came on the line. "Anyway you need to hurry! If they have Urich's code it's only a matter of time before they have Osborn's!"  
"Is that right Colonel? Well let me ask you… were you aware they were building Sentinel Gear here?"

There was a pause and then. "I didn't know."  
"Really?" Solid Spider said totally unconvinced.  
There was silence on the line that was then broken once more by Jameson. "Try to understand I'm just the middleman here. Get down to that basement and save Osborn before the Six get his code." The call then ended.


	4. Chapter 4

**Chapter 4: Shocking Display**

Second Floor Basement  
17 Hours to Deadline

Spider returned to the elevator and rode it down to the next floor. Upon arrival he noticed his radar was being jammed. With a shrug he made his way into the room. Relying on his spider sense he made his way into the room which had several others small rooms littered about. He made his way to his left and down the hall. As he was halfway through his spider sense alerted to danger. Spider quickly jumped backward to find the floor where he was standing before fall away to reveal a pit trap. _A murder hole. Sometimes the old ways are the best. _Spider thought to himself.

Moving forward he attempted to access more rooms and listen to his spider sense the instant it went off to avoid the various pit traps in place. Spider managed to find various kinds of grenades, incendiary and stun, as well as some C4 plastic explosive. After combing the area, and finding numerous murder hole traps, Spider found himself puzzled. He could not see anything out of the ordinary. Jumping to the nearest wall he clung there. _I'm missing something here._ He thought to himself. _What was it Urich had said? `..in an area with a lot of electronic jamming…' _He looked to his radar to only find an error message. _Okay. Bad but so far so good. What else did he say? Something about the walls? _Spider moved along the wall down the hall and switched his lenses to infrared. Sure enough it revealed one section of the wall looked differently than the rest. _Gotcha!_ Using the wall he made his way around the room until he was just above the newly cemented wall. He jumped down and switched his lenses back to normal. He then began to feel the wall and a thought came to him.

A few moments later the wall had a large detonation packet webbed to it. Spider stood around the nearby corner for safety and then pressed the detonator. A loud explosion sounded causing brick dust and smoke to billow out from the newly opened hole in the wall. After waiting a few moments Spider looked through the opening to see a hallway before him. Spider switched his lenses back to infrared and saw two more areas that had been covered... one directly ahead and another on his left. Not wasting any time he used two more detonation packets webbed onto the wall and caused two more explosions. Once the smoke cleared Spider made his way to the opening on his left. What he found shook him to his core. It was his old friend Harry Osborn aged by time and tied to the center post. The room had five total, one in each corner, and one in its center. Cursory glance at Harry made it look as if he had been through hell and not survived. _Am I too late? _Spider thought as he approached Osborn who then awoke. _He's alive! _"You're the president of Oscorp, Harry Osborn, right?" Spider asked hoping he would not recognize his voice. Osborn seemed to be attempting to clear his head and stand up straight. "Don't worry. I'm here to save you." Spider then moved his hands towards the wires binding his old friend. "NO! Don't touch it!" His spider sense issued its familiar warning as Spider noticed on the other end of wires were plastic explosive. He then heard an unfamiliar noise and somersaulted backwards just in time to avoid an electrostatic blast. As the air cleared of smoke Spider could swear the air was now thick with ozone. He then saw the source of the blast. He wore a uniform made of a rubber material thereby insulating him from the electric blasts. His body was covered in it from head to toe except for what appeared to be a space for a SHIELD patch which Spider presumed had been ripped off. From his wrist to his back forearm were thin metal gauntlets that seemed to surge from time to time with electricity. "That's right. Touch that wire and the C4 will blow up along with Mr. Osborn here! So you're the one the boss keeps talking about." "Wow. I've never had a fan before! I'm touched! Makes me wish I had some head shots! If I were to give you one, whom would I make it out to?" "Special Operations formerly of SHIELD… Shocker Ocelot." As if for added emphasis he brought the gauntlets together and electricity seemed to dance between them. "I've been waiting for you, Solid Spider. Now we'll see if the man can live up to the legend." He then brought them apart causing the electricity to work harder to complete the circuit until it sparked and dissipated. "These are the greatest weapons ever made… they operate on the same principle that generates static electricity. I just took it one step further!" "Huh. Shouldn't your outfit be made of carpet then? Then again you'd be Carpet Ocelot!" "Joke all you like wall crawler but it creates more than enough energy to fry anything that moves. Now you'll find out why the call me `Shocker'." As he moved his gauntlets to bear on his enemy Spider had moved faster and firing impact webbing at him then rushed to climb on the nearest wall. Ocelot's gauntlets fired at the incoming webbing and fried it to charred strands.

Spider quickly made his way into the shadows and waited for his suit to blend in with his surroundings. Once it did so he began to move slowly in the shadows. He could see Ocelot from where he was and he could swear he was laughing. "Hiding won't help you." He then charged and fired a blast into the wall nearest him. Spider thought it odd until he saw it bounce off it and reflect onto the wall nearest him lighting the area around him as it surged by. "I found you!" With a warning from his spider sense Spider fired a web line onto the ceiling and swung out just as the blast hit where he had been. Spider let go of the line and used his own momentum to deliver a speed kick to Ocelot's face. He then followed up with a swift kick to his legs sweeping his legs out from underneath him sending Ocelot onto his back. Spider then jumped onto Ocelot's chest knocking the wind out from him. He was about to web him up when his spider sense went off again and he heard the sound of the gauntlets charging up. Thinking quickly he jumped off Ocelot and back onto the wall narrowly avoiding the blast. "You're pretty good! Just what I'd expect from the man with the same code as the boss. It's been a long time since I had such a good fight. But I'm just getting warmed up!" Using his spider sense he managed to dodge and avoid Ocelot's blasts. Spider quickly examined the walls and noticed that someone had recently put these mirrors in place to allow his blasts to bounce as well as light the room up. He continued to avoid the blasts buying himself some time so as to plant some C4 on one of the mirrors. Spider then maneuvered himself back towards it. "Here kitty, kitty!" He goaded Ocelot. Naturally the reply came with a fully charged blast. Spider managed to avoid it just as the surge hit the C4 detonating it. It created a small smoke cloud which was what Spider wanted. He now had more time. He quickly jumped and web swung around the room to be just behind Ocelot. Sneaking quietly Spider carefully webbed a small detonation packet onto his opponents back and then bounded away.

As the smoke began to clear Shocker Ocelot got his bearings back and noticed Solid Spider was now hanging from a web line upside down in front of him. "Ready to accept death, Spider?" Spider feigned thought and then replied. "Nope!" He then detonated the small packet on Ocelot's back knocking the former SHIELD operative forward an inch. "Was that supposed to hurt?" Spider shook his head. "Funny. This is almost too easy." Ocelot raised his gauntlets and fired at point blank range at Solid Spider.

Who quickly dodged allowing the blast to hit a nearby mirror and reflect back at Ocelot sending the voltage into his body thanks to the large tear in the rubber suit on his back. The result was better than Spider could hope for. Ocelot's gauntlets were shorted out as was Shocker Ocelot himself. As he began to fall forward to the ground Spider swore he heard him say "You were lucky! We'll meet… again." Spider jumped down off the wall and checked Ocelot's pulse. Sure enough he was still alive. For good measure he fired some impact webbing to tangle his foe and prevent him from getting up. He then focused his attention to his old friend.

Once he successfully freed Harry he set him down on the floor leaning against the nearby wall. His tailor made suit seemed tattered, torn, and blackened in places. They had definitely worked him over hard in interrogation. "Can you talk?" "Who are you?" "I can assure you I'm not one of them. The DARPA Chief told me he gave them his detonation code… I think. Anyway what about yours?" Osborn nodded his assent. "Oh I get it. Maria sent you. You're from the Pentagon." "We haven't got time for this! What about your code?" Spider's old friend lowered his head in shame. "I… talked." "WHAT? Now the terrorists have both codes and could launch at any time!" "It's not like I didn't fight! I managed to avoid Psycho Octopus's mind probe!" Spider tilted his head in confusion. "How'd you pull that off?" Osborn coughed. "I told you, I talked! I never did have any training to resist torture." Harry then showed Spider his arm. On it were several burn marks. It could only be presumed that Ocelot had hooked him up to the same bed he'd seen Urich strapped into during the Psycho Octopus interference earlier. Spider chuckled. "Hey you're more than even now!" He motioned towards the now incapacitated Ocelot. The two men shared a laugh. "You're a funny man. Reminds me of a guy I used to know… was years ago…" Spider opted to change the subject. "The DARPA Chief… Mr. Urich… is dead." "What? It can't be! That's not what you promised her! Now you've come to shut me up too!" Osborn was scratching to get away from Spider who grabbed him by his shoulders and shook him. "CALM DOWN! What the hell's wrong with you? I just told you I came to save you!"

After a moment Osborn finally settled down. "I didn't kill him." Spider continued. "He died from a heart attack, or something." Harry looked at him as if he had said pigs fly. "Seriously? You believe that? Don't be absurd!" Attempting not to be insulted Spider decided to change the subject again. "Anyway the terrorists have both codes now it seems." "They won't hesitate to launch…" "I agree. But what is it they really want?" Osborn attempted to shrug but winced in pain for his effort. "Who knows? Maybe they're like us in the arms industry.. `Always looking forward to the next great war'" Spider noticed he had quoted his late father Norman Osborn. He had heard of his passing prior to his infiltration of Wakandaland and mourned his passing but had failed to be there for his friend or the funeral. Spider then felt a pang of regret. "Well I for one am not about to let these maniacs start a war today! What about the card keys?" Osborn looked confused for a moment. "Card keys?" "The ones used to override the detonation code. I heard you had them."

After a moment's thought Harry Osborn finally realized what he meant. "Oh. No I don't have them anymore." "WHAT?! Who does then? Not the terrorists?" "No, no! I gave them to that woman." At first Spider instantly remembered the fiery red haired woman from the cell that could not pull the trigger. Taking his silence as confusion Osborn continued. "The female solider that was thrown into prison with me, she said she had just joined as a new recruit. They threw her in prison when she refused to take part in their rebellion. I gave her the key. Looks as though she managed to escape. I hope she's okay." "I'm sure she is. She's a bit green but she's pretty tough. Hang on… how did you know she escaped?" Osborn produced a small receiver from his pocket and handed it to Spider. "I've been in contact with her by Codec. At least until I was tied up here. Seems she managed to steal one from the guards." Spider tucked the receiver away into one of his pouches opting to get her Codec frequency later. "Also you may want to get in contact with Miguel Emmerich." "Emmerich?" Osborn nodded. "Team leader of the X project. A genius of engineering but a bit of an odd ball. If anyone can figure out how to stop Sentinel Gear its him." "Where would I find him?" After some thought Osborn replied. "I'd guess in his office in the Nuclear Warhead Storage building. It's to the North from here." Spider nodded. "I get it but one thing I don't understand… why Sentinel Gear? I thought the nuclear age ended with the turn of the millennium?" Osborn scoffed. "The threat of nuclear war isn't gone. On the contrary its greater than its even been!"

Harry adjusted his position as he began. "There are plenty of materials and scientists available for making a bomb. In the age we live in anyone, even small countries can have a nuclear weapons program." "What of the superpowers?" Spider asked. "Russia and China still maintain a significant presence. In this day and age nuclear disarmament is an impossibility. To maintain our policy of deterrence we need a weapon of overwhelming power." Spider shook his head. "Sentinel Gear." "Indeed. Our business suffered quite a loss after my father's death and budget cuts." Spider nodded. "I'd heard a lot about mergers and takeovers." "Once Oscorp lost the bid to build the Air Force's line of fighter jet Sentinel Gear was our ace in the hole. That's why we pushed to have it developed as a Black Project. " "Black Project?" Spider had moved so that he was sitting and clinging to the nearby wall.

"Secret projects paid for by the Pentagon's black budget. Red tape can be avoided as well as getting a great lead time on weapons production since no bleeding heart liberals on some oversight committee can bother you." "Heh. Bribes." Osborn shot a death glare at Solid Spider. "I prefer to consider it good business." Spider shrugged and Osborn continued. "Anyway Sentinel Gear was going to be formally adopted… once we got the results of the test data. Speaking of…" Osborn used his good hand and produced a small optical disc. "Here. This is what you came for." Spider got off the wall and took the disc. "What's this supposed to be?" "An optical disc obviously. It contains all the test data from this exercise. The main hard drive was destroyed by gunfire so this is the only remaining copy. No need to play dumb! I know you were sent to get this! I hid it from that sadistic bastard before he started torturing me! As far as I know they don't know this exists and hopefully we can keep it that way. Make sure you get this to Maria, your boss. Take my access card too." Spider examined it and noticed it opened all security level 2 doors. He placed it and the optical disc in one of his open pouches.

Osborn leaned against the wall as if attempting to stand. "Can you stand?" asked Spider as he attempted to help his old friend to his feet. "No. You go on without me. They got all they wanted from me I'm of no further use to them. Just promise me you'll stop them. If this goes public me, my father's company and everything I've worked for is finished!" "Doesn't Sentinel Gear use currently existing technology?" Osborn looked confused. "Sentinel itself does…. But…" His eyes opened wide with shock. "What the.." He then clutched at his heart and wailed out in pain. "What the hell is happening?" "It's… the Pentagon!" Osborn answered crying out in between breaths as he rolled and writhing on the hard metal floor in pain. "THEY'RE… THEY'RE…" Without thinking Solid Spider removed his mask and brought himself face-to-face with his friend. "Harry! It's me! It's Peter! Tell me who did this! Who at the Pentagon is responsible?" Harry's eyes blinked several times as he recognized his old friend Peter Parker. "Oh hey.. P-peter! Been a… while!" With the last few convulsions Harry Osborn took his last breaths in this world. Peter Parker sat on the floor next to his now dead best friend. For a few moments he wept and mourned his loss but then grew angry. He focused his mind and made the Codec call.

"Colonel! Have been listening? He's dead too!"  
"I have no idea!" "DON'T LIE TO ME, DAMN IT! HE WAS MY BEST FRIEND!"  
"It sounded like another heart attack." Mayday interjected.  
Peter shook his head. "What is it? Some kind of poison?"  
"Well there are lots of drugs that can cause a heart attack, in large doses of course, like potassium  
chloride or dioxides. But we won't be able to tell until we do an… autopsy."  
Peter punched the floor hard denting it to the point of breaking. "DAMN IT!"  
"Spider I need you to work with that woman Osborn mentioned."  
"Why the hell should I?" "Because she's my niece Parker!" The fact Triple J not only told him that but used his last name almost hit him like a physical wound.  
"What is your niece doing here?" He asked.  
There was a heavy sigh and then. "Several soldiers were reported missing the day of the revolt. She was one of the ones called in as an emergency replacement."  
Peter caught his breath and sat down. After a moment's thought he smiled. "Thank God she didn't get any of your looks. Though she has your stubborn streak!"  
Jameson chuckled. "She's my brother's little girl. Since he died in the Gulf War I've been looking after her. It's just been the two of us since my wife died. Her name is Silverburgh. Mary Jane Silverburgh." Peter frowned. "A personal motive? Not exactly very soldierly."  
"I'm retired and just an old man now. Besides I thought we were friends?"  
"Since when?"  
"Since the uprising of Wakandaland." Peter chuckled. "With my personality it's difficult to keep friends."  
"That's what I trust about you, Parker. It's what makes you human and good at what you do. Please!"  
"Please save Mary Jane, Solid Spider! You're the only one who can!" After a moment's thought Peter finally answered. "All right but I have two conditions."  
"Name them." "First no more secrets. I want full and complete disclosure at all times! Second I'll only accept orders from you. No cutoffs, intermediaries, or whatever involved! We agreed?"  
"I agree. That is why I was called. Just one thing. You know I'm not a Colonel anymore."  
Peter smiled as he put his webbed spider mask back on. "Oh I understand perfectly… Colonel!" He then ended the call.

After standing motionless to honor his friend Spider stood and removed his late friend's Codec receiver out of his pouch. He cycled through the frequencies and found the most used frequency. He then input it into his own Codec and sent the call. Through the receiver he saw someone wearing a baklava like the ones issued to the sentries patrolling the island however it did not trigger his spider sense.

"Who are you?" A female voice asked.  
Spider relaxed a bit. "Seriously? How many people have you encountered around here wearing a mask like this?"  
The eyes seemed to narrow. "You're the one from the prison."  
"I have to say you impressed me with how you busted yourself out of there! You're the niece of the  
Colonel, Mary Jane right?"  
"Just who are you, anyway?"  
Spider shoulders slumped down. "Hmm. Who could I be? Proportionate strength, speed and agility of a spider, uses webbing, and has a rapier sharp wit."  
She seemed to think for a second and then it hit her. "Could you be Spider? Are you _THE_ Solid Spider?"  
Spider raised in arms in victory. "At last! Thank you! Yes I'm called Solid Spider!"  
"Sorry about before Spidey." She then removed her baklava. "I wasn't sure you were one of the good guys!"  
"I knew you were."  
"Oh? How's that?"  
"It was your eyes."  
She frowned. "My eyes? Let me guess: they're rookie's eyes, right? Geez. Typical male. You ever going to  
let that go?"  
After a moments silence Spider finally said. "I was actually going to say they seemed compassionate and beautiful to me."  
She seemed taken aback for a moment. "Just what I'd expect from the legendary Solid Spider... You trying to sweep me off my feet?"  
Spider chuckled. "Normally I use my webbing for that but usually people tend to be more irritated or annoyed when they meet me in person."  
"We'll have to see about that."  
"Maybe later. Right now I need some information. You were involved in this exercise from the beginning. What exactly happened here?"  
She shook her head. "I'm sorry. I was captured along with President Osborn right after the terrorist attack."  
"That's alright. But what is this place? I get the feeling it isn't just for disposing for nuclear weapons."  
She rubbed her forehead. "Wow. It's just like them. Nobody has told you anything have they?"  
Spider was about to reply but she cut him off and continued.  
"This place isn't for disposing of nuclear warheads. It's owned and operated by a dummy corporation of Oscorp."

The realization dawned on Spider. "This is a civilian base."  
"Right." She confirmed. "Built just for the development of Sentinel Gear."  
Spider balled his hands into fists full of rage. _Colonel_ he thought to himself. "SHIELD and the Next Gen special forces were sent in for the test launch of a dummy nuclear warhead."  
"Huh. Guess they needed to keep things quiet. Why else use SHIELD? But they had to have fired missiles before. What made this time so special?"  
"Well I heard this test was to be the final one before the formal adoption of the Sentinel Gear program. At least that's what I heard."  
"Huh." Spider after considering the information for a moment finally spoke again. "Seems kind of fishy to me. Anyway do you have any idea what the terrorists are after?"  
Another shake of her head. "No idea. Like I told you I was locked up with Mr. Osborn right after the revolt started."  
Spider snapped his fingers. "Right! That's when he gave you the detonation over ride keys!"  
She seemed to chuckle. "You hit the jackpot, Spider!"  
If he was not wearing a mask she would see him blush. Spider attempted to stay focused. "Am amazed you kept it so well hidden from the guards."  
"Well women have more hiding places then men." She said with a wink. "So you met Osborn. How is he?"  
Spider sighed. "Unfortunately dead."  
She was visibly awestruck. "WHAT?"  
"Yeah. Heart attack. Same as the DARPA Chief, Urich. You wouldn't know by any chance if either of them were ill or anything?"  
"Not that I heard of."  
"Hmm. Something's up. I don't believe in coincidences."  
"I'd have to agree. But I've no idea what."  
"Neither do I. Yet. Anyway Osborn mentioned the man who designed the new Sentinel Gear."  
"You mean Dr. Emmerich."  
"Right. Any idea if he's still alive?"  
"He should be. He'd be in the research lab in the second floor basement of the nuclear warhead storage building to the North of here. I think they're forcing him to work on the nuclear launch program."  
"So they'd need him alive until that's done. So we better get to him before that. In case we can't use the override in time I need to ask him how to destroy Sentinel Gear."  
She seemed shocked. "You plan on taking that thing on by yourself?"  
Spider chuckled. "Hey it wouldn't be the first time." She seemed to be in awe. Spider kept moving. "What's the best way to get to the building the doctor is being held?"  
"That would be the cargo door on the first floor of the building." "What's the security level there?"  
"Five, Which is fine since I have a level five card."  
"You sound as if you think you're going with me." "That's because I am."  
"Oh no you're not! You're still too green! I want you to hole up somewhere safe!"  
She sounded as if she wanted to put up an argument but could not produce one.  
Spider continued. "If you pause for just one second in front of your enemy and it's all over. Good luck doesn't last forever!"

"I'm not sure exactly what happened. I just… couldn't pull the trigger. I never had a problem like that in training! But when I thought about my bullets hitting those soldiers' bodies…. I.. hesitated. "  
"Shooting targets and living breathing people are two different things. I've always tried to avoid doing such a thing."  
"Ever since I was little I always dreamed about being a soldier. Every day of my life I've trained… my body and my mind… for the day when I'd see some real action!"  
"So what now? Going to quit?"  
"I can't quit!" She snapped. "I can't allow myself to quit now!"  
"Listen Mary Jane everyone feels sick the first time they kill someone. It's been my experience that it gets easier to kill someone the more you do it. Part of the reason why I choose not to because taking a life shouldn't ever be easy. In a war mankind's worst emotions… worst traits come out. It's easy to forget what a sin is in the battlefield."  
"But this isn't war, it's a terrorist action."  
"You're just a little jumpy from the combat high. The adrenaline in your blood stream is beginning to thin out. Just take it easy." Spider began to make his way back out of the room and back the way he came to the elevator. He decided to crawl on the ceiling to try and avoid detection.

"Hey I learned all about combat high at the academy.." Mary Jane continued.  
"We'll talk about it later. Right now let's just focus on keeping yourself alive." "If I make it out alive I'll think about that other stuff."  
Once the coast was clear Spider entered the elevator and rode it back up to the first floor. "We'll link up after I grab the doctor. Then we'll worry about the detonation code override. "  
"Gotcha. By the way Spidey… my friends call me M.J."

The elevator door opened back into the hangar. Spider used his spider sense to avoid detection as he made his way into a nearby vent. "Okay M.J. where are you?" There was a giggle and then. "Where I can see you!" Adjusting his lenses to the binocular setting Spider saw the various sentry's patrolling the room. One seemed to stop in front of the cargo door and within seconds it began to rise up into the ceiling. "I just opened the cargo door for you."  
"Try not to move around so much!"  
"Why? I'm dressed as a Next Gen soldier!"  
"Yeah well they may suspect something with the way you walk."  
"What is _THAT_ supposed to mean?" Spider felt he'd been caught. Which technically was true; Spider had noticed it when they first met in the detention area as she was running. She had a very particular way of walking when it came to her backside. He could not help himself. "…Nothing." _THAT didn't sound convincing…_ She shook her head dismissing the confusion. "Listen Spidey that door is like an airlock its equipped with infrared sensors so be careful. If an intruder is detected the gas will be released."  
"Gas?"  
"Okay. See you later! Am heading for the nuclear warhead storage building!" "You're what?" The call then ended.

If not for the fact it would give his position away Spider would punch the wall of the vent he was in. He made to begin his exit and to move towards the cargo door when his spider sense warned him. Sure enough he heard two of the sentry's talking nearby and approaching his position. He crouched back into the vent and listened to them talk. "… been put on alert." "Why?" "I heard there was an intruder that already killed three people." _Another intruder aside from me… _Spider thought._ And killing members of the Next Gen forces! _Once the sentries were far enough away Spider made the Codec call.

"Colonel there's another intruder here besides me!"  
"The guards you neutralized were they hidden?"  
"Of course but I don't think they mean me! One of them said the intruder had killed some of the Next Gen forces!"  
There was a grumble on the other end of the Codec then Triple J spoke again. "If there is a God help the poor bastard. I don't think we need to worry since it hasn't affected the mission."  
"I understand sir. I'm going on." Spider then ended the call.

Once the coast seemed clear Spider made his way through the cargo door. Sure enough there were small recesses in the side of the walls and the floor themselves. He switched his lenses to infrared and saw the laser beams ricocheting from their alcoves either in the floor or off the walls in varying design. Without a word Spider dropped to the floor. With his back to the entrance he quickly ran from the entrance and took a blind leap. With his eyes shut he surrendered control of his body and senses to his spider sense. It was not something he liked to do regularly however in a case such as this it was needed. It was something he had developed with Master Murdock following his time on Genosha since the experiments they had done to his friend and heightened his senses as well. His body twisted and turned through the air almost as if by remote control. He landed a couple times between the beams but kept moving surpassing each laser beam until he fired a web line and pulled himself to the opposite wall. The cargo door sensing someone behind it began to open up for him. Spider carefully made his way to the floor and through the door.


	5. Chapter 5

**Chapter 5: The Deepest Sting**

Snowfield between Tank Hangar & Nuclear Warhead Storage Building  
15 Hours to deadline

Through the door a vast snowfield lay in front of Spider. The snow was still whipping by thanks to the brisk wind. Once through the door way he began to trudge into the snow and found his leg buried almost to his knee. He plodded slowly through the snow when a Codec call came in.

"Watch it Spidey! There are Claymore mines around there! Best depend on your spider sense!"  
Spider became alarmed. His spider sense was not something he made public knowledge. In fact it was considered a secret known only to a select few.  
"Who is this? Who are you?" He demanded. "I'm… a True Believer." The voice replied. It sounded amused.  
"What the hell are you talking about?"  
"Fine. Never mind about that.."  
"You're not using burst transmission. You're nearby, aren't you?"  
"Listen there's a tank of a man waiting to ambush you ahead of your current position." Spider was furious. "Who is this?"  
"I'm one of your fans." The line went dead.

Concerned Spider attempted to call this True Believer back almost at once only to get no response. Whoever it was only wanted to communicate when there was something to say to him. What was worse the image on his Codec did not display a face. All he saw on his screen was static. Frustrated Spider did the only thing he could… tell Triple J.

"Colonel! I just got a call from someone outside this operation!"  
"We heard! I had Gwen monitoring since she knows in the ins and outs of the comm system so I'll leave it to her to explain."  
The image shifted once more to Gwen Ling. "If someone knows your frequency they can call you but my question is: how did this person get it? Its top secret information!"  
"Well I deduce that it's a male and he knows more about me then just a casual fan. Either he has prior knowledge…"  
"Or there could be a leak." Gwen replied finishing his thought. "Scary thought."  
"I agree. Any idea where the transmission came from?"  
"Am sorry. The radio waves were too weak to locate the source. I am very sure that your initial hunch is correct: He _IS_ somewhere on the base."  
Spider heard a loud noise. "I better go." He then ended the call.

He looked up to see several large heavy personnel carriers get hurled in various directions. His spider sense went off as one was coming dangerously close. Spider again closed his eyes and evaded not only the carrier but the claymore mines buried in the snow. "THIS IS SCORPION'S TERRITORY!" Once he knew he was in a safe area Spider beheld his opponent. He was a large mass of a man with muscles burgeoning within a green suit like the one Spider now wore with the exception being he had a cybernetic tail attached to the spine. It whipped around even in the wind and began to spray a green fluid near him. Based on the man's outcry Spider knew he was facing Mac Gargan, call sign the Scorpion. "So you're the Scorpion? Wow. Really need to talk to whoever is doing the hiring at SHIELD these days! Anyway I have to get through here, Scorpy!" "I WILL NOT LET YOU PASS!" The green viscous liquid spewed forth from the robotic tail. It rode the wind towards Spider who leapt out of the way and returned fire with a couple web blasts. Scorpion burned the webbing away as quickly as Spider created it with his acid. He then leapt towards Spider his teeth bared as he barely missed his prey. Spider now stood behind The Scorpion and grabbed hold of the robotic tail. "Whew. Tell me Scorpy you brush your teeth this morning? Because even in this weather I can tell your breath reeks!" Spider then pulled with all his strength at the tail only to have it rear up and lift him into the air. The tail coiled and snaked until it flung Spider like a whip in the hands of a lion tamer sending him flying into a nearby container. It broke open from the impact. _I hadn't expected that. Almost took my arm off. _He had little time to assess his wounds for his spider sense issued a warning as he heard footsteps moving fast in the snow. Spider waiting until just the last moment and jumped onto the nearby rock wall then jumped off it. While in the air he made a wide arc and launched two impact webbing shots. One hit home on the Scorpion's body the second tangled itself around the cybernetic tail.

Spider landed on the ground to see the Scorpion struggle against his webbed bonds. He roared and growled with fury as he slashed at the webbing holding him taking slow plodding steps towards Spider as he did so. Not wanting to face the Scorpion once he got free Spider moved quickly and placed some C4 on the cybernetic tail then jumped onto it. Using it as a trampoline he bounced off the tail and used the momentum to punch Scorpion in the head. Still moving forward trying to free himself free of the Scorpion continued to slash at it with his razor sharp claws. He was still dazed however and continued to slash and plod through the deep snow towards Spider. Spider saw his massive opponent beginning to free himself and put his devilish idea into action. As the Scorpion was almost free of the webbing and his head clearing his advance became faster. Spider then did two back flips until he was standing right in front of where the claymore mines were laid. The Scorpion had closed the distance between them. Not wishing to give Scorpion an opening Spider detonated the C4. Once Spider detonated the C4 many things began to happen at once. Spider deftly leapt out of the way and began running a safe distance away. . The Scorpions cybernetic tail attachment separated from his suit and fell to the snow acid melting snow all around it The Scorpion himself was propelled forward by the blast to land unceremoniously face down into the snow… before he could react the claymore mines all detonated at once causing a huge explosion. Out of breath Solid Spider stood and waited to see if his foe was going to stand up. He went over to where he last saw him and found what was left of him buried deep in the snow. "Guess that takes care of the cremation." Spider then turned and saw something out of the corner of his eye. Upon investigation he found it to be a level five PAN card. Pocketing the card Spider then made his way towards the door ahead.

"Well boss I hope you're happy. He got the card." The booming Russian-accented voice of the former SHIELD operative Dmitri Kravenoff, call sign Mysterious Decoy, hovered above on a fluffy cotton-like cloud above the snowfield and had watched the entire encounter. He wore a heavily modified SHIELD fatigue with several pouches around his waist as well as a helmet which covered his entire head like a dome and a flowing cape matching the color of his fatigues that went down to knees.  
"We'll play with him a little while longer." The voice of his boss replied.  
"You would be wise not to underestimate him. In battle he is like you; as if possessed by a demon. Much like yourself. I'd expect no less all things considered."  
"You see? It's as I told you! But I will squash the Spider!" The voice cutting into the conversation between Decoy and his boss was none other than Shocker Ocelot.  
"So I hear the Spider humiliated you, _Herman_!"  
"Watch your tongue _comrade_! The Spider is mine! When next we meet I'll take _special_ care of him!" Decoy laughed. It echoed from the dome helmet on his head.  
"In the world of illusion misdirection is everything."  
"If this goes according to plan it'll be the Solid Spider we catch in _our _web. So not yet, Ocelot. Don't kill him yet…" Decoy laughed at Ocelot being reprimanded. It reverberated and echoed again. "I look forward to when we meet, Solid Spider!" With a flourish of his cape and more echoing laughter Decoy vanished from the sky. Spider could've sworn he heard something but upon finding nothing shook his head and opened the door.

Nuclear Warhead Storage Building, First Floor  
14 Hours until deadline

With a bending metal the door closed behind him. Spider then made his way forward up the nearby platform to get a view of the room below. There were five rows separated by three nuclear missiles each. Surrounding the room were various boxes which Spider could only presume contained nuclear warheads as well as another of the snow faring vehicles he had seen on the heliport at the front of Spider Island. Members of the Next Gen Special Forces patrolled the area here as well. Spider was paying attention to their routes when he received a Codec call from a new frequency he did not recognize. He responded and found himself stunned.

"This is Natasha Romanenko a pleasure to meet you Solid Spider."  
"The honor is all mine, Ms. Romanenko. It isn't everyday one gets a call from the Black Widow!"  
Romanenko chuckled as she nervously ran her hand through her short red hair. "Well it was difficult to refuse Triple J when he requested an expert on nuclear weapons. Furthermore my espionage days are long behind me. The mantle I hear will soon be passed on. I'm here on behalf of the Nuclear Emergency Search Team. Besides I was happy to accept. After all we must not allow terrorists to get their hands on nuclear weapons of _any_ kind! I just hope I can help you stop them!"  
Spider chuckled. "You're one tough lady!"  
"As if you'd expect any less? I cannot sit idly by and allow this to happen. Sadly all I can do is provide information from here."  
"Another grunt on the ground wouldn't make much of a difference anyway. It's an honor to be working with you Widow."  
This brought a half smile to her face. "Same here Spider."  
"So what can you tell me about this place?" Spider asked. "The facility was built at the beginning of this century. It was made to only temporarily store the nuclear warheads."  
"But why? If they wanted to dispose of them why not dismantle them right away?" Widow shook her head. "It can't be done like that. You see when you dismantle a warhead you still have nuclear materials that must be stored. At this point all of the nuclear material storage facilities are waaaay past capacity! But they couldn't stop dismantling weapons while at the same time pushing the START-2 accord."  
"So this place was built as a way to avoid being in conflict with START-2?"  
"It's kind of ironic, isn't it Spider? Most people think we live in a safe world but with all the dismantled warheads and nuclear waste around the threat of terrorism has increased tremendously!"  
"Oh trust me. I have firsthand proof of that! So this room is just full of dismantled warheads?"  
"Yes. Their detonation mechanisms have been removed however if the casing is damaged it could leak nuclear materials."  
"Hmm. Explains the radiation suits and gas masks the sentry's have on around here!" "Exactly! Make sure they don't use their weapons!"  
"Thanks for the info Ms. Romanenko." "My pleasure, Spidey. Feel free to ask me anything about nukes or anything else. I have extensive knowledge of weapons systems as well! Oh and Spider you can call me Natasha." With a wink she ended the call.

_What is it with me and red heads today?_ Spider thought. Shaking this thought from his mind he jumped down from the viewing platform to the floor below which sloped downward from the entrance. The bay door separating the ramp from the inside of the room was almost down to the point where Spider had to crawl underneath it just to get in. Adjusting his lenses to their binocular function he watched the patrol carefully. Once a Next Gen sentry had made his way past Spider crawled under the door and quietly followed the soldier until he was out of sight of everyone. He then grabbed the solder around his neck with his right arm squeezing tight to deny the head access to oxygen. Once the soldier went limp Spider dragged the soldier into the nearby wall where no one could see unless they went looking for him. As a precaution he webbed the unconscious soldier to the wall. He then hid himself in the alcove so as to avoid the approaching sentry his spider sense had warned him about. Once the sentry had passed he made his way quickly and quietly up the metal steps to the elevator door. He pushed the call button and waited patiently but the elevator was taking too long to arrive. _Come on! Come on!_ His spider sense issued a warning as he saw the sentry coming up the stairs after finishing his patrol on the ground floor just as the elevator arrived. Spider made himself as thin as he could by clinging to the jamb just above the elevator door. Once the doors opened he swung himself within and crouched on the far right hand side by the button controls. He pressed the button for the second basement and began mashing the button for the door to close. Which after a few seconds it did.

When the door opened again Spider almost could not believe what he saw. The room before him opened up to reveal what appeared to be an airlock separating the elevator from whatever lay beyond it. The room seemed to have a yellow mist color around it. Spider knew his mask would provide him some breathing protection but it was temporary at best. Whatever that gas was would begin to affect him. He then got a Codec call from the frequency of his "fan".

"Watch out Spidey! That place is filled with a hallucinogenic gas!"  
"How can you know that? Are you following me, stalker?"  
"Humor in the face of danger. I'm almost touched. But you may want to focus, wall crawler!" Before Spider could get clarification the call ended.

Spider examined his options and came up with the same thing every time: He would have to hold his breath for a short period. He then examined his radar closely. The hallway before him led straight to an array of rooms which normally contained people at work but were sealed today. Dr. Emmerich was in his lab at the end of the hall and through the door. Spider memorized the shortest and best route he could find. With a deep sigh Spider entered the airlock. Once the door closed he made sure to take a nice deep breath and hold it as the second airlock opened into the gas. Spider adjusted his lenses to night vision and proceeded to the route he memorized.

As he made his way down the long hallway Spider could swear he could hear laughter. He continued to move along but noticed the hallway was beginning to grow longer and longer with each passing step! _What the… ?_ Knowing he could not expend the energy he tried walking faster but found himself getting no closer to the end. "You're going nowhere fast, Solid Spider!" He heard a Russian accented voice boom. _What the hell? _Spider stopped dead in his tracks and began to walk backwards. Within a second his back was against the door he had just exited so he spun to use it only to find himself now staring at the opposite wall. _WHAT?!_ The booming voiced laughed again. "First you want to go forward, next you wish to go back. Awfully indecisive, aren't you?" If Spider could find who it was who was toying with him he would punch the guy. Spider knew whoever it was that was messing with his head had to be there somewhere. After all he had a voice, it had to come from somewhere. However he could begin to feel his lungs burn as they ached for oxygen. Without thinking Spider switched his lenses back to normal but closed his eyes. He then leapt onto the nearby wall and began to crawl along blind. There was more laughter and it was closer this time. "Think crawling on walls will help you?" His lungs felt like there were on fire but he had to keep moving. He continued moving briskly along feeling as if he was going to pass out when his hand hit a wall. "Dead end, Spider!" Spider felt along the wall and smiled beneath his mask. He had moved exactly like he had hoped. But his spider sense was blaring like crazy. Without thinking he punched the wall to hear glass break. The airlock vents kicked on sucking the hallucinogen out of the hallway. Spider stood in the room with the air lock.

Solid Spider's logic was that Decoy's hallucinogen was not just something that needed to be breathed in but also affected the eyes. Despite him using night vision he still was being misled by the room around him. Since he memorized the layout he merely climbed on the wall and made his way back to where he knew it could expel the gas and even the playing field.

"Enough games Decoy!" After a swirl of blue smoke the form of Mysterious Decoy floated before him. "Enough? We're just getting started." Spider responded by firing web lines from both web shooters only to have them pass through Decoy. _Damn it. _

Within seconds Decoy appeared once more at the end of the hall, behind Spider, directly in front, on his left, and right. The laughter echoed from all the voices making it difficult to pin point. Using his spider sense to guide him he closed his eyes and allowed instinct to guide him. Without a moment's hesitation he leapt from being surrounded to the room next door on the right breaking the glass door and landing directly on the former SHIELD operative. Spider deftly removed a detonation packet webbing it just underneath Decoy's helmet then flipped off his chest. "Damn you!" Decoy roared. "Not just yet!" Spider retorted pressing his thumb on the detonator. The small packet exploded causing the dome to flip off his shoulders like someone opening a Pez dispenser revealing the head of Dmitri Kravenoff momentarily stunned. Spider wasted no time and capitalized on the advantage bouncing off the nearby wall he used his momentum to deliver a strong right cross to Kravenoff's jaw. Both combatants landed on the floor but Spider landed gracefully. Kravenoff now on his back tried to get back up and clear his head as Spider jumped onto Kravenoff's solar plexus knocking the wind out of him. With the collar of his SHIELD uniform in Spider's right hand he reached back with his left ready to deliver a knockout punch. "Take away all your gas and tricks? What are you?" Kravenoff's suit then emitted a blue gas cloud. At once it blew all over Spider covering him in it. He attempted to cough and keep from inhaling it but began to feel himself losing consciousness. He felt a hand wrap around his throat as the darkness overtook him. All Spider heard was the sound of laughter and the voice of Dmitri Kravenoff saying "Still a man with a trick up his sleeve."

An incessant beeping. Over and over. The noise did not help the current pounding in his head. _Why does my head… oh. Decoy._ Spider found himself face down and alone. He had expected to find himself in a prison cell. Instead he was in the same room he had jumped into fighting Decoy. He had the upper hand when the bastard had gassed him. The sound was him receiving a Codec call which brought him around like an alarm clock.

"About time you answered, you menace! We've had you on GPS not moving for almost thirty minutes! What happened? We thought you were dead!"  
"Not yet Colonel. Just fought with Mysterious Decoy, one of the Sinister Six. Sneaky bastard gassed me right as I was about to finish him off!"  
"Are you feeling any after effects?" Mayday chimed in.  
"A bit of a headache actually."  
She then nodded. "I'll have the nanomachines take care of that. It'll kick in the next few minutes."  
"Thanks… hold on a minute…"

Spider had noticed amid the conversation pools of fresh blood on the floor. He followed it down the hall to find Dmitri Kravenoff face down against the door Spider was to use. He turned him over onto his back to find dead, empty eyes. Kravenoff had only one puncture wound and that was what killed him. Someone had deliberately killed him by stabbing him in the heart.

"I found Decoy. Dead. Someone stabbed him through the heart."  
"Good riddance." Jameson replied dismissively.  
"Colonel he may've been a giant ass but no one deserves to die!"  
"Didn't you just kill The Scorpion?" Jameson countered.  
"I didn't directly kill the Scorpion. There's no time for this! There is a killer on the loose down here and I better hurry before he makes Dr. Emmerich his next victim!" Spider then ended the call and ran down the hall.

At a full sprint Spider turned the corner to see many more bodies on the floor with blood strewn all along the walls as if a child were painting for the first time. At least four more members of the Next Gen Special Forces were now dead. Save one who was crawling from the entrance ahead. Spider rushed to the wounded soldier and saw the huge laceration across his chest. Spider laid him on his back knowing the wound would be fatal. "Mon….:cough:" blood spewed from his mouth. "Monster!" Then with a soft shudder the soldier passed away. Furious at the senseless slaughter Spider moved into the next room. Before him lay a huge office space with at least five computer servers on his immediate left. To his right was an L-shaped workstation lined with several computer monitors. But what caught his attention was the man in red. He wore a suit not unlike Spider's but it looked alive. Parts of it seemed to thrash about as if reaching for something nearby. The red being had a man in a heavy lab coat cowering by a locker. "Have you seen my friend?" The red being asked. "Who are you? What are you talking about?" The red being raised his hand which seemed to grow in size and change into that of a sharp blade. He looked as if he was about to strike but something seemed to give him pause. The man turned to face Spider. The face Spider saw was red as blood with white slits similar to the mask he wore. While that looked normal the rest of his body seemed covered by this living entity which reacted to Spider's presence. If he didn't know any better he would think it excited. "Why hello Spider!" "You must be the one who killed Decoy and all those Next Gen guys in the hall!" "We've been waiting for you, Solid Spider!" "Who the hell are you?" Spider demanded. "Neither enemy nor friend. I… that is we are from a world where such names are meaningless. Now that we've removed all obstacles we shall finally battle to the death. Oh we have waited so very long for this day! We want to savor this moment!" "What's with you guys? This is like one hell of an obscure anime!" The man in the coat cried. Spider could only presume he was Dr. Emmerich. "What is it you want? Revenge of some kind?" The crimson clad man laughed an otherworldly cackle. "It is nothing so trivial as revenge. Only in a fight to the death with you can our soul find respite. It doesn't really make a difference to us. Either we will kill you, or you will kill us." Emmerich took the opportunity to rush into the locker with a scream that reminded Spider of a frightened child. If Spider was not so furious over the senseless deaths he may have found it amusing. However his attention was all on this being before him who seemed to click his tongue in disgust at this new development.

"Fine. He can watch from in there!" "I need that man. You… uh… two keep your claws off him!" Spider warned through clenched teeth. "Now then Spider let us fight as warriors. Hand-to-hand. Only a fool trusts his life to a weapon." "You're a fine one to talk, buddy! You're basically a living weapon! Look at all the Carnage you've caused!" "We like this name… Carnage! So fitting!" The newly dubbed Carnage thrust a fist forward sending a long tendril of the blood red flesh flowing towards Spider. It bothered him that his spider sense did not issue a warning but he managed to evade the blow by ducking just in time. Spider then rushed forward. Using his momentum combined with the spring from his feet and legs he executed a perfect Gazelle punch to Carnage's jaw following up with two more punches to its midsection and a kick which swept the killer off its feet and hard onto the floor. Learning from his fight with Mysterious Decoy Spider waited rather than get in close for a knockout punch. However he did not have to wait long for Carnage was back on its feet inhumanly fast. It was as if every blow had hardly fazed at all. "Not bad Spidey!" He then jumped and bounced off the nearby desks only to vanish from sight. "Can you catch me?" Spider took the opening as a chance to contact Triple J.

"Colonel! What the hell is this thing?"  
"I can assure you there is no one like that within SHIELD. Mayday you have files on this SHIELD unit, any ideas?"  
After a moments rustling of papers May was on the call. "According to my data there is no one like that within this unit. The only SHIELD operatives involved are Liquid Spider, Mysterious Decoy, Kraven the Huntress, The Scorpion, Psycho Octopus, and Shocker Ocelot. They call themselves the Sinister Six though now they're down by two!"  
"Spider what the hell is that thing? Friend or foe?" Jameson asked. "How the hell should I know? I thought we had a deal about full disclosure,_ sir_!"  
"Spider as I already told you the file is…" Spider ended the call. Rather than continued to argue with Jameson he decided to take his frustrations out with Carnage.

Spider switched his lenses to infrared and began to slowly scan the room. Whatever that thing was may be able to blend with the environment however it could not hide its heat signature. For Spider found him standing stock still by the five servers he had noticed when entering. Spider acted as if he had not seen Carnage and opted to pretend to continue to look for him. He began to inch his way closer to the beast while feigning still searching. Then quick as lightning he aimed both his web shooters and fired two impact webbing blasts at Carnage. Knowing he had been spotted Carnage's hands became large axes as he slashed and diced the webbing into confetti. Though it failed it gave Spider an idea. He moved quickly and got close enough to Carnage to smell the foul creatures breath. He then began to punch its midsection and head repeatedly making sure to have his back to the servers. Carnage reacted as he thought by lashing out and thrashing with the red tendrils from its body. It was difficult to evade without the use of his spider sense but he did manage to back up ever so closer to his objective. All the while Carnage following and laughing that otherworldly laugh. Continuing its barrage Spider had reached his objective. All that was left was to spring the trap. "Looks as if we have you cornered. End of the line, wall crawler!" "Laugh this off, red!" At close range Spider fired his web shooter right into Carnage's eyes. Its hands went to the webbing instantly which gave Spider the chance he was looking for. He grabbed Carnage's hands and rammed its sharp claws into the high voltage wire feeding power into the servers. The result was instant. Whatever amount of voltage powered the servers entered his enemy's body. Spider had leapt away upon making impact so as to avoid getting electrocuted. He rolled and then lay prone on the floor using his spider ability to cling to the floor and keep him in place. The servers flickered then went dark as they lost power. Carnage fell unceremoniously to the floor head first and did not move.

Spider stood and moved closer to his enemy. The creature that inhabited the killer seemed to be writhing in pain and began to recede away revealing a man underneath. He wore a suit exactly like Solid Spider save for the mask. It seemed he operated without it. With the creature low enough on its hosts body Spider rolled him over onto his back to be stunned. He called the Colonel at once.

"His face! It's… mine! He's a clone, like me! With blonde hair!"  
"What?" "No doubt about it Colonel. Carnage is a clone of the Black Tarantula, just like me! No doubt about it!"  
"Ridiculous! You of all people know Spidey that you were the only successful clone of Richard Parker!"  
"No. He wasn't." Mayday interjected.  
"What?" Spider and Jameson said in unison. Both equally shocked.  
"It happened prior to my joining SHIELD. They were using genes from a famous soldier to create a clone and fit it with an experimental symbiote that was created from remains found at a meteor crash site."  
"I never heard that!" "It happened after you retired Colonel. It was a further attempt to improve upon the Super Soldier Project."  
"Why didn't you tell me about this before, Mayday?" Jameson demanded. "… Because it's confidential information and I wasn't aware until now that it had any bearing on this mission."  
"Is there _another_ reason?" Spider pressed. He was rewarded with silence from them both. Spider ended the call when he heard Carnage begin to stir.

He looked and the symbiote was attempting to reconstitute itself onto its host. Spider's eyes met the human eyes of his fellow clone who then began to scream as if in pain. He began to pound his fist into the ground as if fighting something. "What the hell is happening to you?" "I… am looooo…sing myselfffff!" He continued to punch the ground until he made a large dent. When it did not seem to be enough the clone stood up screaming as the symbiote reformed onto its host. It then turned and leapt away back the way it came screaming as it did so. Spider then began to wonder if by fighting Carnage he made his fellow clone's situation better or worse.


	6. Chapter 6

**Chapter 6: The Doctor Will See You Now**

Solid Spider turned his attention to someone he actually could help. He knocked gently on the locker door. "Is it… over?" Came the apprehensive voice within. "So you plan on staying in there all day? I did after all just save your life." The door slowly slid open. "You're not one of them?" "No. I prefer to work alone." The door was fully opened giving Spider a better look at the former hostage. At almost his height Miguel Emmerich seemed fit enough. Judging by his complexion Spider wondered if he had any Hispanic heritage. He began to walk out of the locker favoring his left leg with each step. "Are you hurt?" "Oh. Not really. Just twisted my ankle trying to get away." Emmerich then sat down. "So you're the Metal Gear chief engineer, Miguel Emmerich, right?" His fist landed hard on the desk nearby. Judging by his shock at the impact Spider figured Emmerich had not planned on hitting the console that hard. "You must've spoke with Mr. Osborn. He never did know any of us who worked under him personally. He only read the file names. Emmerich is my _father's_ last name. I prefer to go by mother's last name O'Hara!" "I'd also heard about you from M.J." His face became a little flushed and he seemed happier. "Oh! You're here to rescue me!" "Sorry but no. Not yet anyway. First I need some information about Sentinel Gear." "Okay. What can I help you with?" Spider leaned against the nearby console his arms folded across his chest and began. "What is Sentinel designed for?" O'Hara seemed confused. "It's… a mobile TMD or theater missile defense. It's for shooting down nuclear missiles. It's purely a defensive weapon." Spider was on O'Hara instantly and holding him up by his jacket. "Liar! I already know Sentinel Gear is nothing more than a nuclear-equipped, abnormal human killing, walking engine of death!" "N-nuclear? What are you talking about?" "The terrorists are planning to use Sentinel Gear to launch a nuke. You saying you weren't aware of it?" "They plan on putting a dismantled warhead on X?" Spider's fury flared as he gripped the jacket tighter. "Wrong! From the very beginning this entire exercise was to test Sentinel Gear's nuclear launch capability using a dummy warhead! The Sinister Six are merely continuing the work _**you started**_!"

"No! You're wrong!" In response Spider dropped him back into the chair. "I heard it directly from your boss, Mr. Harry Osborn himself." O'Hara looked as if he had been punched. "No… a nuclear missile aboard X?" Spider's gambit had produced a result. He wanted to know where exactly Emmerich, or he should say O'Hara stood when it came to the new Sentinel Gear. The look of bewilderment said it all. "So… you really didn't know." "No. All the armament was built by separate departments. President Osborn supervised the final assembly of the main unit." O'Hara had his hands holding his head as if the weight of the world was upon his head. After a moment he said "I was never actually told what they armed X with, I know its equipped with lasers in its eyes, a Vulcan cannon and a rail gun." "A rail gun?" "It uses magnets to fire bullets at high velocities. Though the systems was developed for the SDI system it was inevitably scrapped. We were successful in miniaturizing it in a joint venture between Oscorp and Orcale National Labs. The rail gun deploys from X's right forearm." "Sentinels Gear's primary function is the extermination of any life not completely human…. even if it means firing a nuclear missile to do it. You sure you're not forgetting something?" O'Hara rubbed the stubble on his chin in thought. "It's true X has missile pods on its back and shoulders that can carry up to eight missiles each but according to you're telling me its original function was to fire nuclear missiles?"

This time it was Spider's turn to pause. "Yeah but that's not all I think. If Sentinel Gear only fired conventional warheads then they'd have all the data they needed. " "Oh Shock! I'd heard Oracle had been developing a new type of warhead inside of a virtual testing environment." Spider nodded now understanding. " But you can't use virtual data on a real battlefield." He finished O'Hara's thought. "You'd need actual launch data. That's what this exercise was all about." O'Hara began to punch the console swearing with each blow. Spider began to notice Dr. O'Hara was using words that he didn't recognize. "Damn!" :wam: "Shock!" :wam: "Grife!" :wam: "Slag!" :wam: His hand was beginning to get bruised.

"Calm down will you!"  
"Don't you see? It's all my fault!"

O'Hara wiped some tears away from his face. "I used to think I could use science to help mankind! In the end I wind up getting used! Using science to help mankind is the sort of thing you only see in movies!" Spider grabbed O'Hara by the shoulders. "That's enough crying! Pull yourself together! Where is Sentinel Gear? Where on this base are they keeping it?" "X is in the underground maintenance base to the North of the communications tower which if I'm honest is a long way." "The emergency override is there too?" "Of course. It's in the maintenance base control room. Though I'd hurry if I were you. If a launch was their original plan from the onset their ballistic program is probably finished. Since I haven't been called for in a few hours I guess they must not need me. It's possible they could be ready to launch!" "MJ's got the detonation override keys. We'll meet up with her." O'Hara looked into the web masked face of Spider as if coming to a realization. "If we can't override that code we may have to destroy X. Come on. I'll show you the way."

"You'll only slow me down." Spider scoffed.  
"You're going to need me if you're going to destroy X!"  
"I don't need you, just your brain."  
"Since I created X it's my right… my duty to destroy him."

Spider shook his head dismissively. "If you can get the chance get away. When the coast is clear I'll contact you by Codec." Dr. O'Hara frowned. "How exactly do you propose I escape from an island?" It was Spider's turn to frown. "Shit you got me there, Doctor." "Please my friends call me Miggy." "Miggy?" "Yes. I know it sounds silly but it's an old nickname from childhood that kind of stuck with me." "Alright then, Miggy I want you to stay out of sight and hide somewhere. I'll need you to keep me informed. I figure you have extensive knowledge about this place." "Naturally. Don't worry. I know of a good place to hide." "Okay. But I'd like MJ to look after you." Spider then made the Codec call.

"MJ… Dr. O'Hara is okay."  
"O'Hara?" "Yeah. Oh sorry. You know him by Dr. Emmerich but her prefers O'Hara or Miggy."  
"Miggy?"  
"Long story MJ. I'd like you to look after him. Where are you now?"  
"Very close… oh shit!" Spider then heard voices of the guards nearby and then the Codec went dead. 

"Something's wrong." "I heard something. Sounded like some kind of music." Spider fished within one of his pouches and produced Harry Osborn's Codec. "I need to find her. Use this to keep in contact." Miggy nodded. "How will you find her?" "Not sure if I'm honest. She's disguised as a Next Gen soldier. Needle, meet hay stack!"  
"Not really, Spidey! If you give it some thought there is only one place where you'll be able find her!" "What do you mean?"  
Miggy looked at Spider as if he had something on his mask. "Seriously?"  
Spider shrugged. "What?"  
Miggy shook his head. "Here take my level four card." 

As Spider accepted the card something occurred to him. "Miggy… you feeling alright?" "What?" "No pain suddenly welling up or anything?" "What? Why do you ask?" "Sorry. It's just everyone I save today for some reason suddenly dies of a heart attack." "Perhaps you're bad luck?" Taking the jibe in stride Spider shook it off. "Forget it Miggy! Anyway keep yourself out of trouble and hang on to that Codec!" "I will Spidey! See you later! Oh and thank you!" Spider nodded in reply but if his mask was off Miggy would see him smile. Meanwhile Miggy grabbed some materials from the bins near him and made his way out of the room. If what he had in mind worked he could be a lot bigger help to Solid Spider than just intel.

Nuclear Warhead Storage Building, First Floor Basement  
13 Hours Until Deadline

Spider made his way back through the hallways to the elevator and rode it up one level. Once the doors parted and he was sure the coast was clear he crawled on the wall and onto the ceiling. He noticed the floors in this area were more polished and lavish than any other area he had visited thus far. For example rather than just metal plating the floor here was polished marble. Spider looked down and saw that on either side of the elevator were his and her bathrooms. Now he had an idea what Miggy had meant when he gave him that look. _Seriously!_ Spider thought. Keeping his feet and knees attached to the ceiling Spider accessed his radar and saw there were at least four objects moving on patrol. As with any protocol they would have to adhere to a set amount of time before having to visit the rest room if they had to. Spider decided to continue to wait up on the ceiling where the shadow could conceal him.

After a few minutes some Next Gen soldiers began to go one at a time to the bathroom. After waiting for three obvious males to come and go one final soldier made her way to the ladies restroom. Spider made a point to stealthily follow her in. Try as he might to avoid it he could not help once again but notice how shapely a backside Mary Jane had. He was already aware of the fact he was attracted to the feisty red head but he had attempted to set it aside so as to complete the mission. He had successfully followed her into the Ladies room and snuck carefully through the door and burst the door open on the stall she was using. His spider sense issued a small warning prompting Solid Spider to aim both of his web shooters as Mary Jane Silverburgh produced a fifty caliber Desert Eagle pointed at his masked head. "Didn't your mother ever tell you it's not polite to sneak up on a lady while she's changing?" "Funny. I was raised by my Uncle Ben… so no. So you're MJ? There is no way you could pass for a man for long!" "What do you mean? Wait a second! Men aren't allowed in here!" "I had no idea you were so… _feminine_." They both chuckled. "This is hardly the time nor the place to hit on me, Webs! Besides if the psych eval is to be believed it's a waste of time. When I joined up they gave me psychotherapy to destroy my interest in men." Spider tilted his head. "If that's true I have to say that'd be a terrible disappointment to mankind!" Mary Jane did not offer a reply but she did have a twinkle in her eye and a smile on her lips. She lowered her pistol and returned it to its holster. Spider once more found his eyes inexplicably drawn to her body. He had managed to intrude on her just as she was changing so she was only wearing her tank top, sports bra covering her ample bosom, and her underwear. He could tell she was fit and liked to keep in shape. As she turned to face him she smiled at him with her hands on her very shapely hips. "Unless you intend to use those you can put them away. After all I did put mine away." Spider then noticed he had not put his arms down and still had his web shooters pointed at her. Feeling slightly embarrassed Spider stood and spun on his heels giving her some privacy.

Within moments she was now dressed in a pair of Flecktarn camouflage pants, her tank top, and a small matching jacket. "Glad to see you're okay." Spider replied. "What do you expect? Was dressed like a Next Gen Soldier!" "True but why'd you change? You'd be better off dressed as one of them!" "I got tired of disguising myself!" She replied dismissively. After a few moments of silence Mary Jane seemed to let her confident demeanor drop as she made her way to the bathroom mirror and she replied. "Well to be honest the uniform smelled like blood." "Are you hurt? What's that on your arm?" Mary Jane frowned then looked to what he was referring to. "Oh this? It's a paint tattoo, not a real one. I was a fan of SHIELD from back in the day… when men like you and my uncle were in it. None of that gene therapy or soldier upgrading like there is today. You guys were real heroes." Spider leaned on the nearby stall. "There are no heroes in war. Only heroes I know are either dead or in prison." "But Webs you're a hero, aren't you?" Spider inhaled sharply. All he could recall were his past battles and what he had lost. "If I'm honest Mary Jane… I'm not much of a hero. I'm just a man who is good at what he does but not good enough when it mattered the most to me. I've failed to protect anyone I care about the most. It's part of the reason why I wear this mask. If no one knows who I am, they can't hurt who I care about the most. In the end the only winners in war are the people."

"That's right! And you fight for the people!" Spider did not know how to reply so instead he changed the topic. "Why didn't you contact me?" "My Codec got broken." She answered with a shrug. "Is that the only reason?" Somewhat put off by Spider's pressing question Mary Jane folded her arms across her chest. "Shouldn't you just be happy we met up like this? How did you recognize me anyway?" "Well… I never forget a lady." This caused Mary Jane's left eyebrow to be raised. "Oh really? So there's something you like about me, is there?" "Well yes. What's not to like?" Spider replied motioning to all of Mary Jane. She chuckled. "You sure know how to make a lady feel special there Webs. First my eyes, now this. Have to say I'm looking forward to whatever's next." Spider's demeanor turned stern. "Sadly on the battlefield we don't have room to think about what's next."

Mary Jane seemed shaken by this remark. She returned to look at the mirror. "I don't use makeup like other women do. I hardly ever look at myself in the mirror. When I was young everyone told me I was beautiful and I should be a model but I always dreamed of being a soldier. Seems I was wrong. It wasn't really my dream. My father… he was killed in action when I was a lot younger." Spider nodded in understanding. "You wanted to follow in your father's footsteps. I have an idea what that's like." But Mary Jane shook her head. "Not really. I just thought if I became a soldier… I may be able to understand him better." "Okay. You're a soldier now, what do you think." "Well I thought I was until today. Now I think I've realized the truth. I've been afraid of looking at myself…. afraid to make my own decisions in life. I refuse to lie to myself anymore. It's time to take a long hard look at myself… I want to know who I am and what I'm capable of. I want to know the reason why I've lived the way I've lived until now." Mary Jane leaned her head down and let the tears flow from her eyes into the sink. Spider placed his hand on her right shoulder. "You may not get another chance like this for a while. Take however much time you need but above all else remember: This isn't a training exercise. Our lives are riding on this. There are no heroes or heroines. Losing isn't really an option." Mary Jane nodded in reply and began to wash her face. A moment later she looked ready to take on anything.

This time it was Mary Jane's turn to change the subject. "So any news on how the negotiations are going?" Spider shook his head. "So it's just all up to you then? Seems heavy handed if you ask me." "Hey somebody has to stop them from launching a nuclear missile!" Something then clicked in Spider's memory. "Osborn mentioned you had the override card keys. Do you still have them." She nodded and removed a small disc. "Is this what you meant? I found it a little odd you said keys." "There are supposed to be three of them!" Mary Jane shrugged. "This is all I got from him." Spider placed the small disc into another free pouch. "Where could the other two be?" "No idea but they must be here somewhere. Either we find those keys or destroy Sentinel Gear." "Miggy said Sentinel Gear is in an underground maintenance base to the North of here." "Right. Let's get going!" "You can't be serious. You don't have enough battle experience." Mary Jane picked up a rifle she had leaned against the nearby wall and slung it over her shoulder. She then produced her Desert Eagle. "I'll be fine." "Where did you get that?" "Like it? I found these two in the armory. This is a PSG-1 and this is a fifty caliber action express." "You sure you can…" Spider began but was cut off. "Look I've used a gun like this since I was eight years old! I'm more comfortable with this than I am with a bra!" In several deft moves she ejected the clip as well as the bullet in the chamber. Just as quickly she replaced the bullet back into the magazine returned the clip back into the base of the weapon and pulled the receiver back loading the bullet into the chamber. It was almost too quick to process. Spider took the hint and did not reply. Instead he opted for calling her uncle.

"Colonel. Mary Jane is okay."  
"Thank goodness."  
"Thank ME!" Spider corrected. "Besides we can't exactly relax just yet."  
"I know."  
"Have to say your niece is quite a woman…"  
"Don't even finish that thought you webbed menace!" Spider chuckled. "As your commander I can't officially ask you to watch out for her…"  
"Duty first?"  
"Maybe I was wrong to send my own flesh and blood into war…"  
"Trust me she understands about duty and responsibility."  
"I know she does…"  
"But I'm wondering what is the real purpose of this exercise?" "I told you before I don't know. I'm just the middleman."  
"The military is monitoring this transmission, aren't they?" "Naturally."  
"I get it. `All the world's a stage', right?" "Yeah but even players can influence the play."  
"Let's see if we can prevent a bad ending then." He then ended the call.

Once done with his call Mary Jane spoke again. "Now then if we're going to go North we'll need to go through the Commander's Room on this floor. The door out of his office is a level five card. This will open it. I found it in the guard's uniform." Spider wondered what it was that their former jailer could have been guarding to carry such a high level card. Mary Jane moved bringing his attention back to reality. "I know this place better than you so I'll take point. Follow me." They both moved carefully out of the women's rest room. MJ with her Desert Eagle raised while Spider examined his radar to find no contacts. "Odd. A patrol should be along right now." "My radar doesn't show any contacts either." Spider fired a web line into the ceiling. He then quickly grabbed MJ and swung into the air. In one swift move they had web swung around the corner and almost to the door leading to the Commander's Room. Mary Jane began to hold her head in pain. "Ugh. It… hurts…" "What's wrong?" "Don't come here, Webs!" She urged him back. MJ seemed to be waging a small battle against an unseen force but then she seemed unnaturally calm. "Is everything all right?" Spider asked. "I'm fine." She replied. Spider noticed her voice was different. It was the voice of Mary Jane Silverburgh however it sounded clipped with a slight German accent. "MJ?" "I said I'm fine. Come on Mr. SHIELD Agent. The Commander is waiting." She then began to walk forward as if in a daze. Spider began to suspect something was wrong as she led him into the next room.

The Commander's room was more opulent than Spider was expecting. At the center of it sat a large wooden desk with all the usual peripherals needed for office work. Behind the desk was a large painting of a sunset from the Midwest. To the left of that was a bookcase almost bursting with leather-bound books. _Wonder if any of them have even been opened. _Spider wondered. On columns around the room were busts of famous leaders from the past. Spider noticed one of them was former Director of SHIELD Nick Fury. He began to wonder about this Commander. His spider sense blaring a warning brought his attention to see Mary Jane was facing him her Desert Eagle pointed at his head once more.

"Spider… Do you like me?" Her voice cooed but her face contradicted it. It was devoid of any passion. "Say what?"  
"It's not a difficult question. Quick Spidey hold me!"  
"Whoa, whoa WHOA there lady!"  
"Hurry! Oh hurry! Make love to me!"  
Spider noticed the German accented voice take the place of Mary Jane's despite her urging. It said "I WANT YOU!"

Without thinking Spider activated the Codec but used the wrong frequency since Miggy answered. "Hey Spider. What's up?"  
"It's MJ! She's acting not like herself!"  
"Huh. Sounds like it may be Doctor Octavius! You know that SHIELD guy with psychic powers!" "Yeah. Psycho Octopus! If he's here though I can't see him."  
Miggy seemed to chuckle. "If he has what I think he does he's more clever than we thought…" "What are you talking about?"  
"Well I've been developing what I like to call Optic Camouflage. It's the ultimate form of concealment. It works by bending the light around the user in such a way that they're rendered somewhat invisible."  
"Somewhat?"  
"Yeah. I couldn't figure out how to hide body heat. It's because of that one flaw that the units weren't massed produced. I had some prototypes but those SHIELD guys must've taken them."  
"So my infrared lenses can smoke him out. Thanks Miggy. I owe you one!"

The second Spider ended the call he switched his masks lenses to infrared and sure enough he saw a multicolored form floating behind Mary Jane. Spider noticed at least four other arms that seemed to be reaching out from the form and grasping her arms, neck, and head. Not wasting any time Spider aimed his web shooters at Mary Jane but at the last possible second fired a web blast into the forms face. The strange arms seemed to release Mary Jane and she fell to the floor like a marionette with its strings cut.

The floating figure was now visible and struggling against Spider's webbing. "Nice stolen Optic Camo., Doc. I hope this isn't you're only trick!" The webbing then seemed to be ripped apart by some invisible force. Spider then got a very good look at the man he had heard of named Otto Octavius. His hair was cut in an old bowl cut and his visor covered his eyes almost like a diving mask. His uniform looked as if it were armor of some sort. "You! You dare doubt my power?! Now I will show you why _I_ am the most powerful practitioner of psychokinesis and telepathy in the world!" "Yes but can you do this?" Spider then attempted to pat his head and rub his stomach only to fail. He did not improve after two more attempts. "Crap. I used to be good at that!" "I wouldn't mock me were I in your position…. Mr. Parker!" Spider felt as if his mask had just been ripped off his head. An evil sneer crossed the doctor's face. "You see? There's no need for words, you useless bug! I am Psycho Octopus! This is indeed no trick, this is true power! I can read your every thought." He floated in silence for a moment then said "You feel conflicted Peter Parker. Between the Cat you couldn't save and the woman who may suffer the same fate! Am surprised you have already developed feelings for this girl. Are you aware of the age difference?" Without thought Solid Spider fired two web lines from his web shooter at two opposite points of the office. "Has your anger affected your aim?" stretching the web lines taut he let go. Using them like a sling-shot Spider hurled himself towards his opponent but with a condescending laugh Octopus vanished from sight moving safely out of the way of Spider's blow.

Spider switched his masks lenses instantly to infrared again and followed the psychic's movements around the room. Noticing he also began to move every object in the room that was not nailed down as well while all the while laughing. Spider leapt from one spot in the room to the next aided by the warnings of his spider sense to avoid danger to land only a single punch. The blow sent Octavius backward a few inches.  
"Laugh that off, Legs!"  
"A strong show of force. Well done. You are powerful indeed!"  
"Trust me you haven't seen anything yet!"  
"Speaking of…" Once more Psycho Octopus activated the Optic Camouflage.

Still using his infrared Spider followed the movements of his enemy and was going to attack again when Octopus reached out with his strange tentacles grabbing Mary Jane again. Out of curiosity he switched his lenses back to normal and saw Mary Jane being forcibly lifted but not by anything. He switched it back to infrared and saw the tentacles do as they did previously. MJ's gun arm was raised with Desert Eagle in hand. His spider sense warned him of the shots prior to them being fired so he managed to successfully dodge them. This brought riotous laughter from Octavius. "Oh this is fantastic, Mr. Parker! Look at the conflict which gives you pause now! Tell me what would your Uncle Ben say?" The fact Octavius could read his mind frustrated Spider however the mentioning of his Uncle Benjamin Parker caused him to become incensed. However he recalled the teaching of his mentor Master Murdock: _Anger can be like a sword. An effective weapon when used with skill but useless when slashing blindly without thought._

Spider focused his thoughts and used his webbing to pull the Desert Eagle out of Mary Jane's grip sending it clattering to the floor. He then bounced off the desk and sailed through the air landing on top of Psycho Octopus. The two opponents landed hard on the marble floor and Solid Spider making sure Octopus took the full force of the landing. He then wasted no time in landing punch after punch to Octopus's head. His rage found a target at last with each landed punch but made a point to relent learning from his mistake earlier with Mysterious Decoy. Seizing the chance he had Spider fired two blasts of impact webbing only to have them be ripped to shreds just before they even came close to touching Octopus. "Well met Mr. Parker! You've focused your rage! Your Uncle would be proud! But let's see if history can repeat itself. I know your weakness you see! Ms. Silverburgh! Stand where Mr. Parker can see you…. So he can see me blow your brains out!" The Desert Eagle and MJ herself were lifted off the ground and pulled towards Octopus. "WEBS!" She cried. _Good idea!_ Spider thought as once more he fired a line from his web shooter attaching it to the gun. The result was the beginning of a battle of wills between Solid Spider and Psycho Octopus. Spider could feel his muscles begin to strain against the strong grip of the psychic tentacle. Octopus began laughing again as MJ writhed in his grip. Deciding not to think Spider pulled a little harder then allowed the tentacle to bring the gun to Octopus using the tentacles pull to reel himself to the weapon. So now both Psycho Octopus and Solid Spider had their hands on Mary Jane's fifty caliber pistol and were wrestling for control of the weapon. Though Spider was using every ounce of his spider enhanced strength the gun's barrel was still slowly turning towards her head. Then from out of nowhere Mary Jane herself reached out for the gun adding her strength to the struggle. Beads of sweat began roll down Octopus's face as he pressed harder with his own will and abilities. Inch by inch the combined strength of MJ and Spider was moving the gun back slowly to face Psycho Octopus. "How?" He asked through clenched teeth. "You may be able to read minds Octavius, but you lack when it comes to knowledge of the human spirit!" With an amazon yell Mary Jane wrapped her hand around the grip and she began to pull the trigger over and over. The Desert Eagle sounded loudly in everyone's ears.

Still holding the weapon in both their hands Solid Spider and Mary Jane had to rest while they allowed their heads to clear and to recover strength. After a few moments Spider walked over to see the result. The first bullet had grazed Octopus's forehead shattering half of his visor. The others seemed to follow the couple's downward plummet as MJ was released from the mind control. There was an array of bullets from his chest down to his knee. Mary Jane seemed stunned as she held the still smoking gun in her hand. It had been the first time she had fired a gun at someone so Spider knew she was in shock. He decided to leave her alone for the time being. It was now time to update the Colonel.

"Triple J. Mary Jane will be fine."  
"Thank you Spider. That's another one I owe you." "I'll add it to your already extensive tab. Anyway now that Octopus is beaten his brainwashing will wear off, right Mayday?"  
"Yes. I'm amazed at how far you'd go to save her. Was it for Jameson's sake or was Octavius right in that you like her?" "I don't want to see anyone die right in front of me. Not now or ever again. It is true. I've been on many battlefields and witnessed a lot of death. That doesn't mean I don't have a heart. My uncle always told me `With Great power comes great responsibility'. If I have this power as well as the ability to do something about a situation and I didn't do anything… I wouldn't be who I am!"  
Mayday's image seemed taken aback at this. She replied. "O-oh. Of course. I understand."  
The Codec call then ended.

Spider moved to where Doctor Otto Octavius, call sign Psycho Octopus was taking his last remaining breaths on Earth. Upon seeing the wall crawling operative Octavius chuckled softly. "Seems I wasn't able to read the future after all." Solid Spider crouched beside his fallen foe and removed his mask. "Something my uncle said to me once: `A strong man doesn't need to read the future, he makes his own.'" Octavius started to laugh but it caused him to cough up blood. "Perhaps but I'll read yours… To get to Sentinel's underground maintenance hangar… you have to go through that hidden door… behind the bookcase." It suddenly shifted from its position to reveal the door he was referring to. "The overland route is blocked… by frozen glaciers. Go past the communications towers then use the tower's walkway…" "Why are you telling me all this?" Peter asked with a frown. "I can read people's minds. In my lifetime I've read the pasts, presents, and futures of thousands upon thousands of men and women… Each mind I peered into was full of that same disgusting desire to pass on one's seed… it was enough to make me sick. I had learned that every living thing on this planet exists for exactly that purpose. It's how we're designed… and that is why there is war. You are no different than us Mr. Parker… you've no past and no future… Our only purpose is to live in the moment. Humans weren't designed to bring each other happiness… from the moment we're thrown into this world we're destined to bring each other nothing but pain and misery!" Octavius spat out the last three words along with more blood. Peter made sure to clean what blood remained on the dying operative's chin so he could continue. "You know the first person's mind I looked into was my father's. Since my mother died in childbirth all I saw in him was hatred and resentment towards me… I thought he was going to kill me! On that day my future vanished along with my past… when I awoke my village was in flames…" "You telling me you burned your village to the ground just to bury your past?" This brought another chuckle and more blood. "We are very alike you and I, Mr. Parker. The world is an interesting place with people like you in it. I never agreed with the boss's revolution. I just needed an excuse to kill as many people as I could…" "You monster!" Mary Jane spat but Peter held up his hand. He then looked into her eyes for the very first time with his own and replied softly. "Let him talk. He doesn't have much time left." Peter regretted the fact that this was the time where she saw his face. He had honestly hoped to do this in different circumstance but it seemed it was not to be. As their eyes met Mary Jane seemed to soften and she nodded. Peter than returned his attention to his dying foe.

"I've seen true evil… Though you're different Parker… you both are alike… but he's… worse. Compared to him I'm not so bad." Another coughing fit engulfed Octavius. Peter knew his time was almost up. He wiped more of the blood off his lip as he rasped. "I read her mind as well." Peter looked to Mary Jane. "MJ's?" He asked. "Yes. I saw you there… you have a large place in her heart…" For the second time their eyes met. Mary Jane became flushed and turned away from his gaze. Peter had to admit it did make his heart soar but now was not the time. "A large place?" Octavius smiled and looked at him. "Yes. A large place… however I do not know if your futures lie together. You know this is the first time I have ever used my power to help…. Someone else. I have to admit… it… feelsss… niccccce."

Still kneeling beside the corpse of Dr. Otto Octavius Peter Parker bowed his head out of respect. Mary Jane stood next to him and did the same. After a few moments Peter stood up and faced her. "Are you okay?" "Yeah, just can't believe I let him control me like that!" Peter shook his head. "Don't doubt yourself. No matter what believe in yourself and learn from the experience. It'll make you stronger." She looked into his eyes as tears begin to well up. "Right. Thank you. You saved my life!" Peter nodded in reply and kept looking into her green eyes. After a moment Mary Jane spoke nervously. "So… he said your name is I think Peter Parker, is that right?" He nodded. "Glad to finally meet you face-to-face!" They shared a laugh. They stood for a moment looking into each other's eyes. It felt like an eternity and as much as he would have liked to have stayed standing there holding Mary Jane and looking into her eyes he knew there was a mission to complete. So with a tap on her shoulder Peter turned and put his spider mask back on. Then after he reloaded his web shooters and she checked her weapons they nodded at each other and walked through the door.


	7. Chapter 7

**Chapter 7: The Wheel of Karma Spins for Us All**

Once through the door Solid Spider and Mary Jane Silverburgh found themselves in a dark cavern area. As the door from the Commander's Room shut the light it was providing faded causing the area to become pitch black. "How are we supposed to see where we're going?" "Simple." With that Spider switched the lenses in his mask once more to the night vision setting. Within seconds the carven was bright to him as day. He was about to lead her when they both heard a wolf howl. Spider growled in frustration. "If there are wolves around here they'll not only have the home field advantage but they'll be able to see in the dark like me. Follow me." Without even thinking Spider grabbed MJ's hand and began to lead her through the cavern.

Using his radar as a guide Spider made his way through the dark cavern turning only once before finally meeting a rock wall. His radar did indicate there was a way forward but at present he did not see it. He released MJ's hand and quickly looked around. After a few moments search he found a small opening in the wall to his left with just enough room to crawl. He reached for MJ's hand only to find nothing but air. He spun and quickly looked around to find nothing. _Where did she go?_ Spider backtracked only to find nothing but empty space. _What the hell? She didn't seem the type to run. What's going on here?_ Spider considered going after her but then heard a noise coming from the area by the crack he found. Getting on his belly he crawled through to find Mary Jane surrounded by wolves who were all around her in a circle as if waiting in line for their turn to be petted. "They're so cute!" She cooed as she rubbed under the chin of the one nearest her. Spider moved towards one nearest him only for it to spin its head in his direction and bare its teeth at him. He backed slowly away. "Well if you want to keep one as a pet you'll have to carry it!" Once more they shared a laugh. Spider switched his lenses back to normal and noticed the large double door in front of them. He stepped through and was almost in awe of the vast manmade canyon. A wide expanse lay before them leading to the North Communication tower. As he took his first step into the area his spider sense went off. Instantly he motioned for Mary Jane to hold. "What's up?" "I'm sensing danger." "The Force is strong with this one…" Spider faced her for a moment. "What? You have the monopoly on jokes?" "Something tells me there are claymores laid here." Spider said with a laugh.

North Communications Tower  
12 Hours to Deadline

Getting down onto his belly Spider began to crawl around the area by the entrance. After a few moments time and crawling all around the entrance area he had managed to collect almost twenty claymore mines. "Hey that's a pretty neat trick!" "It's something I've honed over time. It's kind of like a warning sense that…" Spider stopped midsentence as his spider sense issued another warning of danger. "What's wrong?" Spider looked to Mary Jane and saw a red laser site tracking along her leg and stopping at her mid shoulder. "GET DOWN!" Spider yelled as he leapt towards her. Shielding her body with his they landed in a heap just outside the entrance. Spider instantly felt something warm and wet around the area of his left thigh. "Are you hit?" He asked. "Me? I'm fine! What about you?" Spider rolled onto his back and issued a small yelp of pain. They both looked to find two wounds through his left leg. With a growl Spider began to use his webbing to seal the wound to stop the bleeding. As he did so he saw Mary Jane unsling the PSG-1 sniper rifle off her back. "What are you doing?" He asked as he tightly wrapped an ACE bandage around the wounds. "You're going to be okay, right?" Once finished Spider answered. "Yeah."  
"Good. Stay out of sight. I've got this."  
As she made her way back towards the large double doors Spider could not help but ask"MJ you sure you're up to this?" She turned to face him holding the rifle on her hip. Her eyes were intense with fury while her face displayed nothing but determination. "Mr. Parker I have never been more sure of anything in my life." Spider was taken aback more by this statement than her previous one. She looked as if she would destroy anyone who attempted to get in her way. Spider felt moved by this and nodded his assent. He then motioned for her to help him up. "I've got an idea." He then told her.

The large double doors slid open and through them burst Solid Spider and Mary Jane Silverburg. Spider had firing web line after web line web slinging from pillar to pillar in a zigzag formation. Mary Jane took up a position behind a wall and aimed with her rifle. Through the scope she could see a blonde haired woman taking aim with a rifle of her own. Mary Jane took aim and fired shot after shot at Kraven's position. The bullets kept her pinned as Spider made his way quickly down the hallway. Kraven stood and moved behind a pillar on the second floor walkway. Spider was inching ever closer with each web line as MJ also moved her position and once again began to track her target. She only had to wait a second until Kraven revealed herself. With a deep exhale of breath Mary Jane squeezed the trigger like she was trained. The bullet sailed through the man made canyon and penetrated Kraven's left leg. She let out a loud roar like a wounded beast and landed face first on the hard metal walkway. "Payback's a bitch!" Mary Jane replied as she shouldered her rifle and made her way forward. By the time she arrived Spider was already at her side tending to her wound. Her hair was almost a platinum blonde and she wore a basic olive drab colored SHIELD fatigue uniform… which also had its emblem removed. "Nice shot, MJ!" "Thanks. An eye for an eye, leg for a leg. Speaking of how is yours?" Spider shrugged. "Could be better it still stings. May take some time for the pain meds to kick in but we don't have time for that now. Let's go."

With Mary Jane's assistance they made their way down the stairs and towards the door nearby the tower. The instant the door opened a Next Gen soldier raised his assault rifle and took aim. "Don't move!" Two more came out of hiding nearby and flanked the duo. With arms raised the Next Gen soldiers began disarming the duo. Once they both were relieved of their weapons Kraven made her way down to face them. With a deft movement she pulled Spider's mask off. "You two were fools to come in here. Stupid people!" Judging by her voice Spider figured she must have come from somewhere in the southern portion of Russia. It sounded like the other Kravenoff he had faced earlier. "You're a pretty impressive sniper, lady." "Didn't you know two-thirds of the world's greatest assassins are women?" Mary Jane raised her arm as if she were in class in kindergarten with an answer. Kraven the Huntress merely backhanded her. Mary Jane had hardly moved from the blow but it had drawn blood. "I've left my mark on you. I won't forget it!" She then turned her attention back to Spider. "So tell me do you wish to die now or after your female friend? Which will it be?" "Lady I have no intention of dying in this freezer! I can't say the same for you though!" This made Mary Jane chuckle. "Is that right? Well at least you've got spirit! That will make the hunt all the more… interesting. " Kraven turned away just as the hard stock of the assault rifle behind Mary Jane struck the back of her head rendering her unconscious. Before Spider could object he felt his spider sense followed by a very sharp pain to the back of his head. He felt himself falling and could have sworn the last thing he saw was the back of MJ's head.

Interrogation Room  
First Floor Basement  
10 Hours Until Deadline

Next thing Peter Parker knew he was laying on his back. The room he was in seemed cold to his chest and face. This meant the top portion of his suit, like his mask, had been removed. Wishing to take stock of what was going on he continued to keep his eyes shut and keep his breathing even so as not to arouse suspicion. Though to make it appear as if he was still out he moved his eyes slowly about. He occasionally darting towards the direction of the voice.

"Don't kill him yet… I want him alive!" This was a new voice. It accented in a way he could not recognize.  
"Leave it to me." It took all he had to refrain from reacting to the voice of Shocker Ocelot. _Really don't like that guy. _"I want no near misses like with the DARPA chief." "Yes. He's my prey and mine alone!" It was the accented voice and the voice of Kraven. Spider swore he could almost hear her purring. After a few moments silence the first voice he had heard spoke again. "Can you hear me Solid Spider?" Once more Spider made sure to not give away that he was awake though he began to wonder if it was even fooling anyone. "He's tougher than I thought." Shocker remarked. The accented voice chuckled. "I always knew one day we'd meet. The brother of light and the brother of dark!" _Brother of dark? What is this guy talking about? _ "At last I come face-to-face with the man who stole what was rightfully mine! The man who stole my birthright! You probably never even knew I existed and yet you managed to steal everything from me! Now after thirty long years the two of us meet!"  
"So you need his DNA too?" Kraven asked.  
"Yes. We'll need it to correct the Next Gen Soldiers mutations."  
"And then we'll be able to cure them?"  
"Unfortunately no. We still need _father's_ DNA!" Spider noticed how this accented voice put special emphasis on the word father. As if it was a word he hated to use. He began to wonder what it was they were talking about.

"Have they given in to our demands?" Kraven continued.  
"No."  
"They won't give in. They're hypocrites… every last one of them!"  
"Speaking from personal experience Huntress?"  
"They always put _politics _first." Kraven spat the last word out with disgust.  
"That's right. All the more reason to make sure their new nuclear weapon isn't made public knowledge!"  
"Boss looks like our _friend_ is awake!" _Damn it!_ Spider could throttle Shocker at that moment. He opened his eyes as he felt movement beneath him. He was rotating from the horizontal to a vertical position. As his vision began to clear his eyes beheld those who were speaking. By the controls to his left stood Shocker Ocelot. Though his entire body, including his face, were covered Spider couldn't help but notice the malice he exuded. Directly in front of him stood a man wearing a black mask as dark as night with only two white patches where the eyes were. He wore a long brown trench coat and had his hands behind his back as if assessing a specimen. Next to him he recognized Kraven the Huntress. Though from this angle Spider wished she would zip her uniform closed a bit more due to him having a perfect view of her ample chest.

"There definitely is a resemblance…" the trench coated man removed his black mask to reveal his face. What he saw turned Spider's blood to ice. It was a mirror image of his own face but with a large difference: it looked as though this man had suffered some kind of vicious laceration across his face. Spider made a point not to look away in revulsion. "…Well somewhat of a resemblance, wouldn't you say little brother?" "You must be Kaine then. The man with the call sign Liquid Spider, am I right?" the man smiled. "I am indeed! Nice to finally meet the other `Son of the Black Tarantula'!" _He obviously hasn't met Carnage! _Spider was about to make him aware of this fact when Shocker handed Kaine a cell phone. "What is it?" Spider could not hear the whole of the conversation but could see on Kaine's scarred face that it was not going the way he wanted. "I'll be right there." He then hung up the phone and leaned on the nearby table, his hands grasping the sides and shaking with his fury. After a moment Kaine spoke. "It seems we'll be launching the first one in ten hours as planned." "Damn Americans!" Kraven spat. Kaine seemed more composed after a only moment. "Something's wrong; normally the Americans are the first to the negotiating table… they must think they have an ace up their sleeve." "So it all comes down to this then. We fire the nuke and ride it all the way into the history books." Kaine gave Shocker a sideways glance then placed his black mask back onto his face. "I've got some launch preparations to make. You're in charge here Ocelot!" Shocker nodded then looked to Kraven. "Care to stay for the show?" "I'm not interested. Besides its time to feed the family." She then downed a couple pills from a case she carried and swallowed. Shocker snorted with derision. "You prefer your wolves to my show?" "Don't screw up like you almost did with the chief, _Herman!"_ Kraven spat back. "That was an accident! Who would think a pencil pusher like him could be so tough! Besides…" "Enough!" Liquid Spider shouted silencing the only members remaining of his unit.

"What about that monster who killed Dimitri?" Kraven asked Liquid. "He's killed twelve others as well. Obviously some kind of lunatic… or something more." The duo looked to their leader for clarification. "The good Doctor is dead; we've also lost your half-brother and Scorpion. Perhaps there is a spy amongst us…" Liquid let the notion hang in the air for a moment then continued. "Anyway make this little torture of yours brief." "Torture? This is an interrogation!" "As you wish!" Liquid snapped then turned to face Solid Spider. "See you later, _brother_!" With that Liquid left the room. With his attention solely on Liquid Spider Peter did not notice Kraven had positioned herself directly in front of him. She leaned close so as to whisper into his ear. "You're woman is still in this world." _Mary Jane! She's alive! _Her breath felt warm on his skin as she kissed his cheek and said almost like a purr "Catch you later, handsome." With a pat to Peter's cheek she left the room.

There was a whistle from Shocker. "Once she picks a target she won't think of anything else. Sometimes she falls in love with her prey before she kills them. Anyway it's just the two of us now." Peter chuckled. "Alone at last." "That's right. So how're you feeling?" Peter looked down and noticed someone had put a proper bandage on his gunshot wound. He did his best to shrug considering he was bound at his wrists and said. "I've stayed in better hotels. Have to say am disappointed! These are _hardly_ five-star accommodations! Where's the t.v. for crying out loud?" Shocker chuckled. "Sounds like you're in good spirits. Good. Greater the bravado, the farther you have to fall. Let me tell you of your bed's features… I'm going to use my weapons to run an electric current into the bed through your body. If it's just for a short time it won't kill you. Were you aware it was the French who first thought of using electricity as a means of torture?" Peter shrugged again. "Haven't seen many foreign films. Subtitles hurt my eyes." "You're such a tough guy, Spidey, however I've got some bad news for you. You're no P.O.W.! You're now just another hostage. There is no Geneva convention and no one is coming to save you." Shocker allowed his words to sink in. "Starting to get a little scared?" "Not really. Play some ABBA then we'll talk. I am curious though Hello Kitty, where are my things?" "Oh don't worry they're all there! Washington took a big chance sending you here. Someone must have a lot of faith in your skill, huh clone boy?"

"Where's Mary Jane?" Peter demanded. "She's not dead yet. Kraven must've been feeling generous. If you want her to remain that way you better start answering my questions right now!" Peter shrugged again and decided to change the subject. "So the new Sentinel has a new type of nuclear warhead, huh?" Shocker laughed. "Perhaps you should go back and ask Jameson for the full story!" _The Colonel? _ Shocker broke through Peter's thoughts.  
"By the way I noticed you had an optical disc. You got that from Osborn, didn't you?"  
"And if I did?"  
"Was that the only disc? Are there any other copies?"  
"What are you talking about?"  
"No other copy then. Good. Speaking of you were holding one override card key. Where are the other two?"  
"Figured you would know that better than I would."  
"What's the trick behind it?" 

Peter gave him a look as if Ocelot were deranged. "The hell are you talking about?" "That weasel Osborn said there was some kind of trick with that key." Peter shrugged as best he could again while shaking his head dismissively. "No problem then. Okay Spidey time to play our little game. If the pain becomes to great just give up. The minute you do though the woman's life is mine!" Without another word Shocker Ocelot began punching commands into the console nearby and then jammed his left gauntlet into the slot next to it. The result was instantaneous. Peter Parker went from merely being somewhat cold to a world of pain. All of his senses seemed to be in overload as the current raced through his body. Though it took less than a minute to Peter Parker it felt like an eternity. Once his senses returned he could swear he smelled something burning but then realized it was him. "Did you like that? How about a little more?" Shocker plunged his gauntlet into the socket to send a more intense current through Parker's body. Once more his senses were overloaded. He attempted to use past memories from his life as a way for his mind to separate from his body.

_I'm fighting alongside Stark and Master. Each of us cutting up and joking as we fight._

With the end of the pain it ripped Peter back from his past and into reality. "Have you had enough?" Peter took stock of his body noticing he was breathing heavily and his heart was pumping. He could not recall the last time it had beaten this fast. Peter refused to reply to Shocker Ocelot. "Oh we're not finished yet!" His gauntlet slammed down into its socket. Once more Peter Parker countered with his mind.  
_I'm with Uncle Ben. He's teaching me how to fish.  
I'm older now and just beginning my career as a neighborhood crime fighter. Uncle Ben finds out but rather than disapproving he informs me of a creed I've continued to follow to this day: `With great power comes great responsibility.'  
He tells me of his brother, my father, Richard Parker. How he was considered the greatest soldier ever next to Captain America as we're driving to the airport. This is the day I leave to join the military._

Slammed back into reality Peter once more took stock to find his body was beginning to sag against its bonds. "You look as if you're at death's door, Spidey! Ever wonder if your father, or rather than man you were cloned from, were in your position what he'd do? What would the great Black Tarantula do?" In between breaths Peter answered. "He'd probably… kill you." Shocker chuckled. "Sounds like you're still okay. In that case…" The gauntlet slammed into its socket once again. Each time Shocker Ocelot slammed his gauntlet into the socket the intensity increased. This time the pain was almost more than Peter Parker's body could take. 

_I'm at Diego Garcia. Oh God! Felicia! Cat! Your hair looked lovely under the setting sun. We had such wonderful times together. I wish they could've lasted forever…_

NO!  
Fury now has her by the hair.  
NO!  
His pistol is in his hand!  
My God Felicia! Please!  
A lone gunshot rings out.

_I feel tears roll down my cheeks. Felicia… I hope you can forgive me._

_There's nothing to forgive, Spider. If anything… forgive yourself. Live on for me, my love. No one moves forward living only in the past no matter where you are. Live for me, Peter… The world needs you. More importantly she needs you._

A sharp pain to his face brought him back to reality. Peter attempted to open his eyes to no avail. He heard the voice of Shocker Ocelot "You're a strong man. Well, that's enough for now I think." As Peter felt himself being dragged his eyes closed again from sheer exhaustion.

Detention Area Cell  
First Floor Basement  
9 Hours Until Deadline

Peter Parker awoke to a horrible stench. At first he was unsure where exactly he was however one look at his surroundings reminded him quickly. _Shit!_ Was his only thought. He looked around for the smell and sure enough found it. It was the remains of Psycho Octopus, Mysterious Decoy, DARPA chief Ben Urich, and on top his late friend Harry Osborn. If not for the pounding in his head he may have laughed. But the sound of a Codec call made the pounding increase.

"Spider, you okay?"  
Spider had to admit… the Colonel sounded worried. "I've been better."  
"How's Mary Jane?"  
His body turned to ice and he felt an anvil drop into his belly. "They've… got her."  
"Damn it!" Peter could swear he heard something being punched in the background as the image of Colonel Jameson blackened. After another moment he returned into frame.  
"They've decided _NOT_ to give in to their demands."  
Peter sat with his back against the cold wall and frowned at Jameson. "All right Colonel! We had an agreement! I'm sorry about Mary Jane but the lies end _**NOW!**_" Peter shocked himself at how loud he had said that. Even the guard outside looked in on him with concern.  
"What are you talking about?"  
With a shake of his head Peter began "The new Sentinel Gear was designed to deploy a new type of nuclear warhead, wasn't it?"  
When Jameson had no response Peter pressed on. "Why try to hide it?"  
"I'm… I'm sorry."  
Peter shook his head disgusted with the man he thought he knew. "Can't tell the grunts, eh? You've changed Colonel! Sentinel Gear! Secret advanced nuclear weapons research! Does the White House know about this? _**HOW DEEP DOES IT GO?**_" Peter had not realized he had repressed this much anger. Then again it could be a reaction from Ocelot's torture. Regardless he did need an outlet and the Colonel made a perfect target for his rage.  
"As far as I know… as of yesterday… the President had not been briefed about the X project."  
"The old 'Plausible Deniability', eh Triple J?"  
"These are sensitive times. Even sub-critical nuclear tests are causing a flap. What's worse the President and his Russian counterpart are scheduled to sign the START-3 accord."  
"Huh. Hence the deadline."  
"Exactly. That's why we can't allow this terrorist attack to go public. We haven't even ratified START-2! This has to do with the President's reputation and America's position as the dominant superpower!"  
"Let me see if I have this right: your justification for circumventing the Constitution is patriotism?"  
"Spider…. Peter please, just stop them!"  
"Why the hell should I?" He scoffed  
"Because you're the only one who can."  
"Okay. Then tell me more about this new type of nuclear warhead!"  
"I don't know the details."  
"I don't believe you!" Peter snapped back.  
Silence was Peter's reply so he pressed on.  
"If the situation is so bad why not just give them what they want? Let them have Black Tarantula's remains!"  
"Well…"  
Peter cut him off "Or is there something _else_ you haven't told me?"  
Surprisingly Mayday answered for the Colonel. "The President has been highly vocal against eugenics experiments. He wouldn't the existence of the Next Gen Army to be made public."  
After a pause Peter replied "Is that the only reason?"  
His question was replied with more silence.  
"Huh. The hell with you!" Peter's ire had reached a point where he was about to lob the Codec between the bars in the door to his cell when he heard "I'm sorry." From Jameson

After a few moments silence Peter continued. "The corpses of the DARPA chief, Decoy, Octopus and Harry are in here with me."  
"Some type of psychological warfare?"  
"Will admit it makes a hell of a statement. `The ones I couldn't save'."  
"We all know you did everything you possibly could to save the hostages." Gwen replied.  
"Speaking of which did Urich and Osborn give them their codes?" Jameson piped in.  
"All business as usual, eh, Colonel? Sadly yes they did. They've got both codes and are nearly ready to launch."  
"Damn! Is there any way to prevent it?"  
"Supposedly there's a detonation override that can cancel out the detonation code. It's a countermeasure Oscorp developed secretly. You need to use three keys to do it."  
"Where are the keys?"  
"I have one of them. The other two I haven't clue. Besides I'm trapped in here."  
With a sigh Jameson pressed. "We've no option. The keys are inconsequential. Our priority now is to destroy Sentinel Gear!"  
"Excuse me but what makes you think I am doing anything of the sort?"  
"You'd rather rot in the cell?"  
"I'd rather work with someone who doesn't continue to _**LIE**_ to me!"  
"Peter.." Mayday's voice cut into the conversation silencing both sides.  
"Yes?"  
"I have something to tell you. My name now is Dr. May Hunter, however I was married once before."  
"Sorry to hear about the divorce.. but what exactly.."  
"…does this have to do with you? Plenty since the man I was married to was named Benjamin Parker!"  
Peter Parker sat in the cell stunned.  
"I had worked with his younger brother Richard. It was thanks to him that I met the love of my love, your Uncle Ben. We were very much in love and dreamed one day of having children of our own but sadly it was not to be."  
"He had mentioned a May once before but he never did say her last name. When he did it was always with deep regret."  
Tears began to well up in both Peter's and May's eyes. "So you're my long lost Aunt May?"  
"Just as much as you are my nephew Peter. We both know Benjamin. You know him almost as much as I do. What would he think if you merely stood by and did nothing if you possessed the power and ability to do something about it?"  
Peter sighed heavily. "`With great power comes great responsibility'."  
"Precisely. Let's not forget they also have Mary Jane! So what are you going to do?"  
"I'll have to stop them and save MJ in the process!"  
"Mayday. Spider. Thank you both. I know it's asking a lot…" Jameson then when silent.  
The Codec call ended so thinking for a moment he tuned its frequency to speak to Dr. O'Hara. After a few moments he finally replied. 

"You okay out there, Miggy?"  
"Whoa! Never seen you without your mask before! Is that you Spider?"  
"Yeah it's me. How're things going?"  
"Am managing to keep out of sight."  
"I may need a favor."  
Miggy seemed to brighten up. "Was wondering when you were going to ask! What can I do?"  
"Sadly I've been captured. Am stranded in a cell near a big torture machine."  
"Okay. Hang tight. I know exactly where you are!"  
It brought a smile to Peter's face. "Thank you doctor!"

Peter ended the Codec call just as his guard returned for another session with Ocelot.

After two intense sessions Peter Parker's limbs began to feel sore against its restraints. He had blacked out for a moment following the last session but managed to return as the charge ended. Shocker Ocelot seemed to be in a talkative mood. "We live in a sad age. Imperialism, totalitarianism, perestroika... twentieth century Russia had its share of problems, but at least they had an ideology! See the boss has a friend in the Russian government. He's currently the head of Spetsnaz. He's agreed to purchase this new nuclear weapon system. The Hind was just a down payment." Peter looked up at the costumed torturer. "So that's it then. You're just in it for the money!" Shocker slammed his gauntlet once more into its socket sending the electricity into Peter's body. Though this burst was not as long as the previous ones. Shocker took out the gauntlet and held Peter's head up to face him. "I don't need money! I want Russia to be reborn! To lead a brave new world order!" Peter shook his head. "A new Cold War." 

Shocker stood extending his arms. "You're a soldier Mr. Parker! You of all people should understand! We can't live in a world like this! We need tension! We need conflict! Today's world is a shell of its former self and is too soft. In this world where true feelings are suppressed we're going to shake things up! Liquid Spider is the one to create a new world dripping with tension… with greed, suspicion, bravery and cowardice! Admit it… you want the same thing we do!" "Last thing I want is a world at war!" With that Ocelot slammed the gauntlet back into its slot for a longer and more intense current. After a few minutes Peter Parker passed out.

A few minutes later he awoke in his cell once more. He was beginning to tire of his body feeling too exhausted to sleep and yet his nerves were frayed. The pounding in his head felt worse as his Codec went off. Mayday was on the line.

"How are you holding up?"  
"Aside from my head and arms hurt? Nothing new to report."  
"Okay. I'll increase the levels of painkillers in your blood. Am sorry this is all I can do for you."  
"Not quite. You could tell me more about the man some call my father, the great Black Tarantula."

There was a heavy sigh and then "I was stationed on the same base as your father. We first met unconventionally since he was injured at the time he was brought in so he had not officially met me. At least not until he awoke a few days later."  
"Days?"  
"He had extensive injuries if I recall. Not really sure as to what they were exactly now but he was my patient and I did what I could to help him recover. Slowly we became friends and once he was able to leave the hospital he wanted to celebrate with me and his brother Ben. Though I think he had an ulterior motive. Either way that night I met the love of my life."  
Peter frowned. "If you two were so madly in love why didn't you stay together?"  
"Let's just say duty drove us apart. I've been curious Peter… why did you not return from your last mission?"  
"I had fallen in love with a fellow agent."  
"Felicia." Jameson replied.

Peter continued. "She was very capable. She had shown me another way to live and provided me hope for a future other than on the battlefield. She entered the confrontation in Wakandaland prior to me and got captured. I went in after her only in hopes of rescuing her just to watch my former commanding officer murder her before me in cold blood. I finished the assignment but felt I needed to disappear for a while. Wakandaland was the perfect place. The Panther was nice enough to offer me asylum."  
"Did you ever have any friends?"  
"Not many. Once you've been in as many wars as me it's hard to know who to trust. Like Master or Jameson."  
This brought the Colonel back on the line. "You still calling me your friend?"  
Mayday chuckled. "Men and their games. It's in your genes. They make you predisposed to violence."  
"That's right! You're a geneticist, right? What prompted you to get into genetic research?"  
"I didn't ever really know my parents. I guess I got into genetics so I could find out why I am the way I am."  
"So you studied DNA?"  
"Yes. I thought if I studied my genetic structure I'd find out who I really was. I thought that by analyzing a person's genetic information I could access the blank spots within their memory."  
"Memory is contained within DNA?"  
"Not sure really. We do know that a person's genetic fate is determined by the four bases in their DNA."  
"You know my sequence, any idea what my fate is?"  
"You're fate?" She began to chuckle. "I'm sorry I've no idea."  
Peter also laughed. "Of course not. You're a scientist not a fortune teller!"  
A noise grabbed Peter's attention so he disconnected the call.

Peter looked through the bars around at the room beyond. The guard was nowhere to be found. "Miggy?" A second later a figure clad in a dark blue and red suit was before him. Peter was taken aback at this newcomer. "What the…?" The creature that appeared before Peter was dressed in a nearly skintight suit similar to the one he wore save the long talons that extended from the fingertips and sides of the forearms. The emblem on the face resembled some kind of futuristic spider. Peter also noticed a small light seemed to emit from the chest area to the entire suit. Its left hand went to its head and pulled to reveal the smiling face of Dr. Miguel O'Hara. "How've you been, Spidey?" "Been better. What is that?" "It's what I've been working on. It's a variation on the X command suit. I call it an enhancement suit. Will admit I did take a small liberty by having it somewhat mimic your spider powers but it also makes it easier for me to get around. See watch." Without even moving an inch Miguel's body vanished leaving only a floating head. "Impressive! Any chance you have an Optic Camo. device for me?" Miggy frowned as his body returned. "Am sorry Spidey. It took me days just to finish one device. Since they took the other prototypes as well as destroyed the computer with the schematics…" "It's okay. I get it. Any chance you can bust me out of here?" Without a word Miggy opened the cell door. "Guard has already been knocked out. Here's his level six PAN card." Peter followed Miggy into the other room where Shocker had administered his shock therapy. Peter found himself glaring angrily at the device as Miggy handed him the rest of his suit.

Within a few minutes Peter Parker had once more become Solid Spider. With his uniform back on and web shooters reloaded he and Miguel began to make their way out of the room when Miggy stopped Spider. "So if you're Solid Spider, what should I be called?" "You want a call sign? Sorry doctor. There's kind of a selection process for this. For now just continue to stay out of sight." Before Miggy could reply Spider got a Codec call from the True Believer's frequency.

"Spidey! There's a bomb among your items! Quick! Get rid of it!"  
"What? Who the hell are you? One of them?"  
"Patience is a virtue, wall crawler. You'll find out soon enough."

"What's up Spidey?" Spider did not respond as he rummaged through his items. Miggy had called the elevator and was waiting while Spider moved back towards the torture room. As he arrived he found the bomb in question. It looked as if it were a wad of C4 with a detonator attached. Spider placed the bomb at the base of the electrocution bed and ran as fast as he could back out. The explosive erupted a mere second later causing the building to shake and a finger of smoke to chase after them. The doors closed just before any smoke could enter.

While riding the elevator up to the top floor of the Hangar Building Spider became curious. "Your enhancement suit is modeled after my spider abilities. So does that mean…" Before he could finish his sentence Miggy crawled onto the wall and then climbed the ceiling. Next Miggy fired a stream of webbing from the top of his fist. Once it was stuck he used the web line to crawl down and hang upside down facing Spider whose head tilted out of curiosity. "You know I wonder if I could set any legal precedent with all the Spiders roaming around this island! I can't help but feel this is a case for copyright infringement!" Miggy chuckled. "How can you do this comfortably? I feel as if all the blood is rushing to my head." Spider shrugged. "Must be something in the blood, Miggy!" The elevator shuddered to a halt opening up to the first floor hangar. Miggy vanished from sight while Spider quickly scanned the area then moved silently into the room. 


	8. Chapter 8

**Chapter 8: The Spider and the Fly**

The guards in the hangar seemed to have abandoned their posts so Spider & Miggy seemed to have the run of the place. Using this to his advantage Spider explored the rooms he had missed earlier and found something that made him smile beneath his mask. "Find something interesting?" Miggy asked from behind him. "I may have in point of fact. Come on we're going up." "Up? What do you mean?" Without a reply Spider returned to the elevator with his find and pressed the button for the top floor. As the doors closed O'Hara replied. "Seriously what am I missing here?"

The elevator took them back up to the entrance of the disposal facility. The search lights and the Next Gen sentry's were still patrolling the area. Without a word Miggy switched on his Optic cammo while Spider made a point of staying in the shadows. After avoiding the patrols Spider managed to reach his objective: the vehicle he had spotted a few hours before. Once he was certain the coast was clear he climbed into the back of the vehicle and covered himself in the item he had found…. a box labeled: **To Nuclear Warhead Storage Building**. Spider crouched as far away from the opening handle on the side of the box so as not to display himself. After a few moments passed Miggy whispered. "What exactly are we doing in here?" Before Spider could reply a Next Gen soldier began to approach. "To the Nuclear Warhead Storage, eh?" With a shrug the soldier made his way into the cab of the vehicle and started the engine. "Hey it beats walking, right?" Spider quipped back. He then lay down as much as he could within the confines of the box and tried to get some rest.

Nuclear Warhead Storage Building (Again)

The abrupt halt woke him instantly. _Hope I didn't snore!_ Spider thought as he glanced out of the hand-hold hole on the side of the box. Once he knew it was safe Spider made his way back to the elevator and making sure Miggy was with him made their way back down to the commander's office and through the passage to where Spider and Mary Jane had dueled Kraven.

North Communications Tower (Again)  
9 Hours to Deadline

As he and Miggy arrived he could not help but notice the small pool of blood from where he was originally shot. "You okay, Spidey?" Miggy appeared by his side. "It's my fault Miggy. I knew she wasn't ready. I shouldn't have allowed her to accompany me." Miggy slid his mask off to face him. "You're carrying the weight of the world on your shoulders, aren't you?" Spider shrugged. Miggy shook his head. "You know this isn't like you at all! You can't let something like this eat away at you!" Spider's Codec interrupted their conversation.

"O'Hara has a point, Peter."  
"Master?"  
"Sorry for the eavesdropping but I just couldn't listen anymore. You can have regrets if you want to. In our line of work it's only natural. But continuing to attack yourself for things that happened in the past leads to a path of madness. Believe me. I know."  
"He's right! Don't kick yourself! It doesn't suit a legend like you!" Gwen added.  
"Mary Jane knew the risks, Spidey. Besides she's of my blood. She's tougher than she looks!" Jameson replied.  
"You're wrong, Colonel! She thought she _had_ to become a solider! She thought it was the only way to bring her close to her dead father!"  
"She's really special to you, isn't she?" Mayday asked.  
"Well… yes she is. She's the Colonel's niece… and a combat buddy!"  
Miggy punched Spider in the arm in disbelief. Spider shook his head as he listened to Mayday speak.  
"Is that the only reason? Come on…"  
"Enough with the interrogation already! Listen up you menace! Ocelot said he'd only torture Mary Jane if you gave in. Did you?"  
"Of course not!" Miggy jumped a little in reaction. _That may've been louder than I had wanted._ Spider thought. "Besides even Kraven told me in that torture room she was still alive!"  
"Alright! Then there is a still a chance! Get moving Spider!"  
"Thanks. Thanks a lot everyone." Spider ended the call.

With a nod to Miggy the duo began to web sling their way down the lengthy corridor to the door leading inside the communication tower.

Communications Tower A

Once inside the tower proper Spider beheld a myriad of stairs before him. He sighed loudly then aimed his web shooter and fired to the nearest high wall. With a running jump Spider swung through the center of the tower and began to fire web line after web line swinging up the middle of the stairwell and ascending higher and higher. O'Hara followed suit until he found Spider dangling upside about twelve stories up. "Interesting place to hang…" "Shh!" Spider hissed. He then pointed in front of him at the Next Gen soldiers patrolling the area. Spider then pointed out the camera on the wall which also had an assault gun attached. With a nod Miggy switched to his Optic cammo and Spider presumed he swung away. Spider meanwhile swung one flight up and clung to the wall just above the soldiers. Slowly he made his way back down until he was almost on top of them. Then webbing burst forth out of nowhere disabling the gun mounted camera. Taking the hint Spider used a web line to pull one Next Gen soldier up to him, punched him until he was out then webbed him to the wall. Once done he dropped to the walkway below to find that Miggy had dispatched with the other guard. "Good work. Have to say you're really earning the name Spider! But don't get too overconfident! That's how mistakes are made." As he finished his sentence his spider sense went off. "Uh oh!" "Who's that?" They heard from a few flights up. "Can we attribute this to being overconfident?" Miggy quipped. "Keep out of sight. Keep making your way up and provide back up for me as I go. MOVE!" With the soldiers on alert Spider opted for running up the remaining steps as Miggy subdued whatever opposition that Spider had missed. Using this strategy the spider duo made their way to the floor with the door leading to the walkway.

Miggy joined Spider as he attempted to open the door. "It won't open. Even if I use the card!" Miggy scratched the back of his head in thought. "Yeah I was afraid of this." "What?" "This door sometimes gets frozen shut due to it being so cold out." "Would've been nice to know beforehand. So now what?" "Well since they normally use C4 from the outside to open it I think we'll have to use the other connecting bridge…" Which Miggy indicated by pointing upward. "At the top of the tower." Spider finished. "Perfect. Well let's get going!"

After a few minutes web slinging the spiders made their way to the top floor of tower. They made their way outside into the harsh wind and snow as it whipped past. They beheld a wide expanse from where they stood leading to a narrow bridge that connected to the opposite tower where an immense satellite dish resided. Solid Spider began to make his way towards the walkway when once again his spider sense issued a warning. He held his arm out to stop O'Hara from coming any closer. "What is it?" "Tell me you hear that!" Miggy looked around and then went rigid. "INCOMING!" He shouted as both men dove for cover. The numerous projectiles made contact with the top of Communications Tower B destroying everything on it from the dish to the connecting bridge. When the dust settled both spiders stood and assessed the situation. "Damn!" Spider swore. "That isn't the half of it!" Miggy replied as he pointed into the distance. There was a loud noise and then the Hind D helicopter that took off earlier that had shot down the diversionary fighters loomed like a vulture about to devour a carcass. "I'm afraid I can't let you get past here, gentlemen!" Solid Spider recognized the voice at once. "LIQUID!" "You're not going any farther! DIE!" Spider heard the side mounted Gatling guns begin to turn. Without a thought he grabbed Miggy and both men jumped off the side of the tower. Without another word both spider-men fired web lines and began to descend quickly with the Hind following close behind them. Liquid Spider using his superior firepower fired tracer rounds at its targets. Spider noticed that the shots were close but just barely. _He's playing with us._ He thought with disgust. They were almost at the bridge but Spider knew they'd be vulnerable there. Miggy seemed to be thinking the same for he produced a small grenade from his pouch. He pulled the pin and after a five second count lobbed it at the Hind where it exploded releasing what resembled at first to Spider electronic snow. Once on the walkway it was then he realized what Miggy had done: he used a Chaff Grenade. This type of grenade would disrupt electronic devices for a short period of time… which included the electronic targeting devices aboard the Hind as well as the controls. With enough problems on his hands now this bought just enough time for both spiders to make their way within the second Communication Tower.

Once within the men caught their breath. "Nice job with the Chaff!" "Thanks. I picked them up while we were in the hangar. Thought they could be useful!" Spider nodded. "All right here's my plan. You make your way up to the top and see what you can find. Do some recon but keep smart about it. Stay out of sight. I'll head down and see what I can find." With a nod Miggy vanished and Spider was certain he heard the familiar sound of a web shooter being used. Spider did the same but found his way down blocked by a damaged stairway making the lower floors inaccessible. Since Miggy was only a few floors up he began to make his way back up. Within moments he reached the top floor to find an elevator waiting. After what he saw downstairs Spider figured this was the best way down. However for some reason when he tried to open the doors the elevator seemed to refuse. As Spider turned around he was surprised to find Miggy standing before him. "I wish you would stop doing that, O'Hara!" "Sorry. Sometimes I can't help it. Yeah you see our problem. The elevator won't seem to open or move for some reason!" They were so close to the top Spider could hear the Hind's rotor blades above. "Looks as if we're not going anywhere just yet. Not with that noisy fly around!" "Spidey I've been meaning to ask you something. It's part of the reason I've followed you this far." "What is it?" Miggy removed his mask and began. "Well I've been wondering… have you… you know… ever loved someone?" "_THAT'S_ your question?" "Well I was just wondering if even soldiers can fall in love. Can love bloom on a battlefield?" Instantly Spider's thoughts flashed back to his lost love Felicia. He then remembered he had heard her voice soothe him during Ocelot's torture. She asked him to move on with his life. Spider also removed his mask to see eye-to-eye with Dr. O'Hara. "Yes. Yes I do. I feel at anytime, anyplace people can fall in love with each other. But you have to be able to protect them…" Miggy nodded. "I think so to!" "Can you do me a favor, Miggy?" He nodded in reply. "Since we can't seem to move the elevator I want you to see if you can get it working, okay?" Miggy rubbed his stubbly chin in thought then said "Leave it to me!" "Try and keep yourself out of sight while you do it. Keep in contact by Codec, okay?" Miggy nodded as he replaced the mask onto his head. "You really look like hell. Are you okay?" "You looked in a mirror recently, Spidey?" "Peter. My real name's Peter Parker." Miggy looked at Spider as he re-covered his face with his mask. "Been meaning to ask how did you come up with that suit anyway?" "Oh. It's a variant on the control suit for X. Rather than being an interface for a machine this suit works as an internal interface for the user. Consider it somewhat of an upgrade." "You designed a suit like this to interface with Sentinel Gear?" "Yes. Got the idea from this Japanese Anime I watched once. Forget the title at the moment but the main character has to wear this form fitting suit which mimics his movements! Anyway this suit enhances the natural abilities of the user making them stronger, faster, more agile, etc. When I learned Oscrop's intent was to mass produce it to upgrade soldiers I made a point of saying I was nowhere on it. That's when they transferred me to the X project. Though I did keep the prototype and modified it after watching you." Spider nodded to Miggy. "I'll take it as a compliment then. Could I borrow some of those grenades you have?" Miggy happily handed Spider two chaff grenades and then the spider-men went their separate ways.

Communications Tower B Roof  
8 Hours to Deadline

After climbing up a few more flights of steps and a long ladder climb Spider once again found himself on the roof. Though it was decidedly different thanks to the recent missile attack. Spider then received a Codec call.

"Looks like Liquid wants a showdown, menace! I'm looking at Gwen's enhanced satellite images and he's just circling around the tower like a buzzard!"  
"Glad everyone's enjoying the live broadcast! Tell me is there popcorn and candy being served?"  
"Am sorry Spider. Its all we can do to help!" Mayday replied.  
"Spidey! Get off that roof!" Gwen pleaded  
The Hind D appeared before Spider whipping up a fierce wind and blowing the snow everywhere. Spider could see clearly the black mask clad man piloting it as Liquid Spider.  
"Sorry Gwen. Doesn't look like I can run from this one!" He then disconnected the call. 

"So the spider's finally crawled from its hiding place! You ready to die, my brother?" Liquid's accented voice boomed from the chopper's loudspeaker. "WHO ARE YOU TO BE CALLING ME BROTHER? WHO THE HELL ARE YOU, ANYWAY?" Spider yelled back over the roar of the rotating blades. "I'm you! I'm you're shadow!" "WHAT?" Liquid's reply was tracer rounds from both of his side mounted Gatling guns. Thanks to his spider sense Spider managed to dive behind cover before he could be perforated. He heard the Hind drop down behind him knowing full well Liquid's intent was to come around to the other side to get a better shot at him. This played into Spider's plan. He looked over the side to see the Hind moving slowly around the tower. He followed it and saw it was beginning to rise. Without a moment's hesitation he pulled the pin of the chaff grenade he was holding and lobbed it in the direction the Hind was ascending. The moment he was face-to-face with Liquid the grenade detonated disrupting the Hinds electronic systems. Spider then took a running leap and landed with a clumsy thump on the view screen which he promptly filled with impact webbing. It stretched across the entire screen as Spider placed a small pack of C4 onto the webbing. Then moving as slowly as he could against the winds he quickly fired another impact webbing burst into the main rotors of the Hind. Once fired Spider made his way to the underside of the Hind just in time to see Liquid Spider attempt to cut him with a survival knife. "Face me you coward!" "See you in hell, Liquid!" Solid Spider then fired his web shooters to the communications tower and swung away to safety as smoke began to billow from the engines of the Hind. Once he was back on the tower he detonated the C4. The glass windshield shattered but was held together by the impact webbing. The Hind then turned its nose towards the ground as gravity began to pull the helicopter down to the Earth. Spider could swear he heard Liquid's voice yelling his name all the way down. The impact at the ground level caused a giant fireball to erupt sending fire and smoke into the night air tainting it with its smell. Spider turned his back on the wreckage and made his way back to the door leading back inside.

As he made his way back down Spider got a Codec call from Miggy.  
"The elevator's working now Spidey!"  
"Great job! What exactly was wrong anyway?"  
"That's what was weird it moved by itself. I took it all the way down and I've sent it back up for you."  
"Odd. But alright. Thanks."  
"What was that explosion just now?"  
"Oh… uh… I had to… take out that helicopter."  
"The Hind? That's incredible!"  
Feeling a little self-conscious Spider continued. "Just so I'm clear this is the best way to reach where Sentinel Gear is, right?"  
"Yeah the entrance to the underground maintenance base is beyond the snowfield up ahead."  
"Got it. I don't suppose I could convince you to lay low somewhere?"  
"Not really."  
Spider thought for a moment then asked "A little bit of intel can go a long way. By any chance did Osborn have an office somewhere on the base?"  
"No but I may be able to access the Oscorp server… given enough time of course."  
"Miggy are you also a hacker?"  
O'Hara chuckled. "Amongst other things. Of course I'd like a cool spider call sign like you!"  
"I told you it's given to you. I can't help you at the moment. Anyway get yourself in front of a computer. See what you can find."  
"You got it Spidey!" Miggy ended the call.

Once back down where he had met O'Hara earlier Spider called the elevator and waited for its arrival. After almost ten minutes it did and the doors opened before it. Spider stepped aboard causing a loud alarm to sound. Confused Spider shrugged then pushed the desired floor button. Curious Spider contacted Miguel.

"When you got on the elevator did an alarm go off?"  
"Yeah I thought that was weird. An alarm did go off. I think it was the weight limit warning. But it was just me! I know for a fact I wouldn't weigh enough to cause that to go off!"  
"How much do you think you weigh?" As Spider asked his spider sense went off. "Better go!"

"Too late, Spidey! Now die!" Spider dove to the elevator floor and rolled quickly shifting his lenses to infrared. Sure enough his eyes beheld four Optic camouflaged soldiers all with their assault rifles firing in his direction. Without a thought Spider kept moving charging the nearest solider causing them both to fall to the hard elevator floor. With the wind knocked out of his enemy Spider wasted no time and webbed his enemy to the floor. _One down._  
Still moving Spider stood and fired his web shooters at the next closest. Once the webbing made contact he pulled hard sending that Next Gen solider careening into the other remaining two sending all of them to the floor. With another flick of his wrist Spider sent the soldier he had just used as a ram into the ceiling and allowed gravity to send him back down to the floor. A burst of impact webbing immobilized this opponent. _Two down, two to go  
_The remaining two were on their feet just as Spider had immobilized their comrade. Without a word he used his speed and strength to reach out and take the assault rifle from one and slap them both with it. Dazed the soldiers attempted to collect their thoughts but saw nothing as Spider collided their heads together from behind. They fell to the floor in a heap. He webbed them up as well to be safe. Switching his lenses back to normal he was amused to find various invisible beings beneath large mounds of webbing. He laughed as he made his way through the tower entrance.

Snowfield  
7 Hours to Deadline

Back down on the ground Solid Spider found himself in a near white out. The fact it was almost pitch black did not help any either. The field in front of him had several hills, valleys, and trees littered about. Spider would consider it beautiful as he made his way forward if not for the fact his spider sense issued a warning. Instantly he reacted by somersaulting backwards just as a bullet landed in the snow where he was. Once crouched behind a nearby tree Spider called Miguel.

"Miggy were there any other prototypes for the Optic Cammo?"  
"No! Just those four and the one that guy Octopus used! Why?"  
"Someone's aiming at me in the middle of this blizzard!"  
"It's her!"  
Spider was taken aback. "Kraven?  
"It's her! It has to be her!"  
"Miggy! You almost sound happy!"  
"Well… I'm not.. but.."  
A new unknown frequency cut into their transmission. "I can see you perfectly from here." Kraven purred laughing seductively. "I told you I _never_ quit the hunt. Now you're mine!"  
"Kraven… Spidey… NO!" Miggy cried out.  
"Stay out of our way!" Kraven spat.  
"Now it's time to pay you back for shooting me!"  
"Is that right? What's wrong Spider? Didn't like my love letter? Maybe I should write you a new one… with a bullet straight for your heart!"  
"STOP! PLEASE!" Miggy pleaded.  
"Men. You're so weak. Never finish what you start!" Kraven replied in disgust.

Spider disconnected the Codec call and switched his lenses to night vision. The world once more shown in its green hue making the darkest night as clear as day. Laying on his belly he adjusted the lenses to the binocular option and sure enough found Kraven. She was also laying on her stomach taking aim with her sniper rifle. As of yet she could not see him. _She has me at a disadvantage at long range. I'll need to close the gap._ Sliding slowly on his belly through the cold snow Spider moved to where the trees would provide adequate cover. He then jumped up and began running into the field. He then fired his web shooter at a nearby tree just as Kraven fired two shots. She had barely missed him before Spider was in the air. Using his momentum Spider flew in a wide arc around the tree he was attached then fired two more web lines pulling him towards his objective. Kraven took aim and fired cutting one of the web lines sending Spider's trajectory off enough for him to slam into another tree. He gripped as hard as he could with his strength and leapt from that tree to the next. Seeing this Kraven slung her rifle onto her back and began jumping onto tree limbs herself. She bounced from one limb to the next. Within seconds the two opponents were facing each other on the high trees during a blizzard. "You are indeed a worthy prey!" Kraven admitted. "We'll see who is hunting who!" Spider lunged forward only to be blinded by a flashlight Kraven had hidden in her jacket. Blinded Spider was dazed as he felt the wind whip past as he plummeted to the Earth. _Damn! _He thought as he made impact with the ground hard and yet still could not see. However his spider sense issued a warning prompting him to blindly flip forwards. A second later a claymore mine exploded. _I was an idiot. She's set this whole thing up as a trap. I'll need to outthink her… once my vision clears!_ Opening his eyes he only saw spots and stars. He tried switching his lenses from infrared to normal and back to night vision to no avail. His spider sense prompted him to move again. Spider ran at a full sprint as more claymore mines went off. Shaking his head his vision finally began to clear just as he saw a snare trap in front of him. He rolled quickly out of the way just as his spider sense issued another warning. He stopped just as he was about to roll into a pit that had been dug their previously. Spider was becoming angry. He looked around and finally found Kraven. He was about to web sling again when he collided into something. He collapsed into a heap and heard quick footfalls in the snow near him. As he adjusted his lenses to infrared he could make out a familiar shape. "Oh no." He replied as the figure ran off with Spider right behind.

Kraven saw her target running out in the open. She took aim with her rifle just as it was snatched away from her by an unseen force and thrown away. "What?" "That's enough!" Before her appeared Dr. Miguel O'Hara. "You dare?" Kraven lunged with her survival knife but O'Hara in his enhancement suit deftly dodged the blow and knocked the knife out of her hand. "How can you?" "Stop Lyla!" The use of Kraven's real name stunned her just enough for Spider to fire his web shooters binding her in place. She fell to the ground with a soft thump. "How could you possibly?" Miguel removed his mask to look into her eyes. "I helped build a walking battle tank. For me computer hacking is a hobby!" This brought a smile to her face. "You're a funny man." "Not to mention an idiot!" Spider grabbed Miguel and spun him around to face him. "What the hell were you thinking? You could've gotten yourself killed!" "I was thinking I wanted to save you both! I didn't want either of you to die!" "Just finish me quick!" She yelled. Miguel moved to her side. "What are you talking about? Don't you get it? I love you!" Spider could not believe what he was hearing but opted not to say anything. Kraven did the job for him. "Do you honestly expect for us to have a normal life together? I was born on the battlefield… raised on the battlefield! Gunfire, sirens and screams… they were my lullabies! Hunted liked dogs day after day… every morning I'd awaken and find a few more of my family or friends dead… until I was taken away from all that by my savior… the great Spider!" Solid Spider jerked his head. "The Black Tarantula?" "Yes! He took me from all that. Trained me and showed me how to hunt!" "Lyla! You've had a harsh life, it's true. But you cannot allow what has been your past effect your future! I know we haven't known each other for very long but I know that I'd be scarred forever if I were to lose you! You're fearless on the battlefield because that's all you know. Let me ask you: are you up to the challenge of living rather than looking for a place to die?" She looked from Miguel then to Spider who shrugged in reply. "It isn't everyday someone gets a second chance at life. Who knows? Maybe if you cooperate the authorities may find leniency." Kraven the Huntress sighed heavily then said. "My name is Lyla Kravenoff. Though I am all that is left of the Kravenoff family I fear our way of life is the wrong one. Very well doctor. I will surrender. Spider.. You fight with honor. Out of respect I will aide you in your mission. As for you ghost get me out of this!" With one quick motion the blades extended from his forearms. With a swift slice Lyla Kravenoff was free. Miguel offered his hand to help her up only to watch as she stood on her own. A little embarrassed he covered his face back up. "Kraven… about Mary Jane…" "Your woman is in Liquid's hands. He won't kill her so long as he thinks you value her." Spider nodded. "Thank you. We're out of time. I'm going to the underground base. You two will have to protect yourselves. Trust no one!" Lyla Kravenoff grabbed her rifle and made sure a round was chambered. "Of course." She replied. "I want to keep helping. I'll hang onto my Codec!" "You can leave anytime you know. Both of you go and get a fresh start on your new life!" "If Sentinel Gear stretches its massive legs no matter where we go it won't matter." Lyla countered. "If I can't destroy Sentinel Gear this place will probably be bombed to hell!" Kravenoff nodded. "I'd expect no less." With a nod to the duo Solid Spider turned and began to make his way to the maintenance base door when he stopped. "Hey Miggy!" "Yeah?" "Congratulations on your new call sign Shade Spider!" With that one spider made his way towards the door while the other looked to his new companion and replied. "I've got an idea…"


	9. Chapter 9

**Chapter 9: Into the Fire**

Blast Furnace / Sentinel Gear Manufacturing Area

After walking down almost two flights of stairs Spider found himself in what appeared to be a manufacturing center. Automated machinery moved about as molten steel was molded and shaped to suit various needs. To Spider it felt almost as hot as hell. Was quite a contrast to the snowfield he was just in. Spider dialed his Codec to a frequency and made the call.

"Been a while, Spidey. Was beginning to think you'd forgotten about me!"  
"I never forget a lady, especially one as remarkable as the Black Widow!"  
Natasha Romanenko chuckled. "More of your infamous flattery. Something tells me you didn't just call to flirt."  
"Sadly no. I'm in some kind of manufacturing area here. It's hotter than hell in here."  
"Hmm. That would make sense. They would need a blast furnace in order to build Sentinel Gear."  
"Think I get it. They use this to build the materials they need, right?"  
"That's what I think as well. According to the satellite images I was given it seems there is no airport. Also if they were to build that monster in secret this would be the best way."  
"Have to say I'm not looking forward to facing another one of these."  
Natasha chuckled again. "I know I'm not there and that I haven't seen all that you have but you are truly a remarkable man… even by my standards. You still carry on and fight for what it is you believe. The world needs people like you, Spider. I wouldn't want any other person on this planet, even myself, where you are now. Know that I believe in and am counting on you."  
Even through the sweltering heat Spider could still feel himself blush beneath his mask. "That means a lot to me. Thank you, Natasha."  
"You're welcome… Peter." The Codec call ended with Spider laughing.

Moving forward Spider looked out over the side of the nearest railing and glanced at his radar. Seemed no one was currently around but there was movement on another walkway near him. In order to sneak by he noticed he would have to take a small risk by climbing just over the smelting area. To anyone else that route would be risky. Spider merely fired a web line and swung to the wall quickly jumping off the line so as not to test the strength of his webbing in those extreme temperatures. Clinging to the wall Spider made his way to an open area away from the smelter to find a Next Gen soldier on patrol. Carefully and quickly Spider crawled up the wall and onto the ceiling. He bided his time and waited then fired a web line at the soldier and jerked back hard on the line. The reaction was fast and final as the guard sailed up into the air, hit the ceiling hard on his back knocking the wind out of him, and was then webbed to the nearby adjoining wall. Once there he checked the guards pulse and he was indeed still alive. Once reassured he made his way back to ground level and through the large door.

Once through the door it looked to Spider as if he had walked into another whole world for this room was immense. Before him was a platform with a safety railing around it complete with control console. Once on it Spider looked down to find himself staring into something akin to an abyss… for the shaft seemed to go on forever. Spider went to the controls and once he worked out how to activate it the platform shuddered for a moment then began its decent. Knowing he would be on the platform a while he decided it'd be a good time to check in with the Colonel however his spider sense issued a warning. Spider spun on his heel to see four Next Gen soldiers charging forward. "There he is!" One yelled as another lobbed a grenade his way. Wasting no time Spider latched onto it with a web line and swung it back around towards its owner. It exploded in a brilliant flash just before it could touch him blinding everyone within the blast radius. Sadly that only put one solider out of the fight. The other three had managed to jump and land on the platform with their assault rifles peppering it with bullet holes. Wasting no time Solid Spider dodged and rolled out of their firing line. He then rolled again using his momentum and delivered a powerful left to the nearest soldier's jaw sending him to the deck like a sack of potatoes. Now standing he spun around to face his opponents firing two bursts of impact webbing at the remaining two. One fell to the floor attempting to detangle himself his rifle sliding across the platform. The second soldier dropped his weapon and dodged the webbing before he could become entangled. He then produced his knife and lunged at Spider. Thanks to his spider sense and heightened reflexes Spider deftly dodged the attack and drove the point of his right elbow into his enemy's arm. The knife fell from his hand instantly. Not wasting another second he drove his left elbow into the enemy's sternum forcing the oxygen away from his lungs. As he staggered backward the soldier tripped over his compatriot and began to fall over the railing. Quick as lightning Spider fired his web shooter landing the web line on the soldier's chest and belt saving him from plummeting to his demise. With a hard jerk the soldier was pulled directly into Spider's waiting right fist sending him right into dreamland upon impact. With a sigh he went about webbing each soldier up for good measure and finally made the Codec call he had wanted to make prior to being so rudely interrupted.

"Our screens have your position as being only halfway down to the underground hangar. There'll be another platform you'll have to take down."  
"Good to know. So tell me how fare the negotiations?"  
"You and I both know the United States government does not give in to terrorist demands."  
"Colonel that's an evasion, not an answer!"  
"They've made their position clear, menace!"  
"But they're threatening a nuclear strike!"  
Silence was Spider's reply.  
"Why is the White House being so inflexible? What _ELSE_ are you not telling me?"  
"Please Spider… just concentrate on stopping them."

With that said Spider ended the call. It was then the platform came to a firm halt joining with the floor ahead. The vibrations almost knocking Spider off his feet he shook his head and walked off the platform… just to find a few feet away a similar platform. Since the controls were the same as the previous one Spider quickly activated the platform. With a loud creak of metal the railing behind him like the platform he had rode before went up for safety and with another rough shudder this platform began its decent to the floors below. As he began his trip his Cocec went off. He was grateful it was not the Colonel.

"Hey Spidey! How goes your decent?" Miggy, the newly dubbed Shade Spider, replied.  
"I'm currently riding the second elevator down. By the way… why did they set it up like this in the first place?"  
"Well as I heard they had originally set it up for the elevator to go straight down however due to structural integrity of the rock they had to shift it for safety."  
"I see. So where are you anyway?"  
"We just made it back to my old office. I had an idea that I thought could be helpful."  
"Oh?"  
"Yeah I'm attempting to access Osborn's files. If my theory's right maybe there's something there that could be useful."  
"`Hacking is a hobby', eh Shade?"  
"Hey I wasn't always a designer of military weapons!"  
"Any luck in breaking in?"  
"I'll keep you posted, Spidey. The elevator you're on leads straight to the warehouse. From there it's a straight shot to X's maintenance hangar! Watch your back out there!"

With that the Codec call ended just as the elevator platform arrived. Spider could not help but notice the contrast between the upper floors and the lower floors. While upstairs was hot as hell, the lower you went the colder it became. He deduced the reason this was could be was by design. Since whatever was smelt from the floor above would need to quickly cool. He felt he was right but did not deem it important enough to ask anyone. Once the floor ahead and the platform joined as one with the forward railing down Spider made his way through the double doors into the warehouse.

Warehouse  
6 Hours to Deadline

The room before him had rows upon rows of towering containers. They all had on them varying identification codes stating their contents which to whomever was looking could find what they sought more easily. This room seemed to be as equally cold as the previous room. But as he took each step within the room Spider could not help but feel as if he had stepped blindly into a trap. As he reached the opposite wall his spider sense informed him he was right to be wary as he heard the sound of a multi-turreted machine run beginning its revolutions. Sure enough on either side of the walkway were two twenty millimeter M61A1's. While normally found on the wings of F-16's Spider noticed they had been mounted to the wall and fitted with a camera which activated the guns whenever someone came into close proximity. After performing two backflips his spider sense was still raising an alarm. At first Spider thought he may be coming down with a migraine of some kind. That theory was discredited when one of the containers above him began to fall. Spider quickly ran down the narrow corridor only to be scooped up by a waiting metallic tentacle. As it caught the wall crawling operative mid stride it began to coil and wrap around him squeezing to the point of dire uncomfortably. Spider was pulled to the tentacles point of origin to finding himself facing a somewhat mechanical and organic hybrid of the fallen Doctor Otto Octavius, the Psycho Octopus! "What the…?" "I'm afraid the news of my demise has been greatly exaggerated. Also I am not alone!" Octavius's voice sounded like the voice Spider had heard coming from the Carnage monster. The resurrected Octopus uncoiled his metal tentacle sending Spider into the air only to be hit in midair by what felt like a freight train. Spider's body went flying into the back wall near the door he had just entered. Thinking quickly he clung to the wall only to come face-to-face with another hybrid this time it was the Scorpion! It looked as though his body was a hodgepodge between the two. He only possessed one human eye and the other was alien. His mouth was dripping for revenge as he lunged at the operative. Spider let go sliding down the wall and hit the ground running so as to gain some space between himself and his two enemies when the world around him swirled. It looked as though it were twisting itself into all kinds of impossible shapes. What Spider saw was beginning to make him ill so instead he closed his eyes and focused like Master taught him. Relying on instinct he seemed to hear something human so he threw a hard right only to impact upon metal. He opened his eyes to the feel of pain, the sound of laughter, and the world returned to normal except for the resurrected metal domed covered Mysterious Decoy. He too exhibited the same hybrid of technology and organic material. Laughter echoed nearby as the resurrected trio surrounded him. "I know that laugh! Show yourself, Ocelot!" Shocker Ocelot appeared on the container above them. "Gladly! As you can see Solid Spider our members of the Sinister Six are not easily defeated! In fact I'd like to think they're improved upon the originals, wouldn't you agree?" "Not really. Now they're uglier than before!" "Still you jest even in the face of your death. Very well! This is the end of the road for you, right my friends?" The unholy trinity began laughing in reply. "You see? They agree! For these three have been brought back from the depths of hell merely to drag you down there with them! Rejoice Solid Spider! Yours will be a glorious death!" "This isn't a sport, it's merely mindless violence!" Shocker brought his gauntlets to bear. "Let's see if there is any iron in your words!" Once more his spider sense warned of danger as Shocker Ocelot fired a burst of electricity at him. Without hesitation Spider leapt out of the way of the blast scorching the floor where he stood. The M61A1 on the top right trained on him as it began to rotate to fire. In response Spider shot a burst of impact webbing. As the two met in midair it dispersed some of the webbing while some of it hit home on the turret tangling itself around the gun mount jamming it. For the moment Spider was opting on keeping himself mobile as he got more intel. As he moved he managed to contact Miggy via Codec.

"What's going on Spidey?"  
"Oh nothing. Simply facing three newly resurrected members of the Sinister Six!"  
"Liquid must be desperate to keep you busy." Lyla commented.  
"Thanks for the commentary. Any idea what the hell it is I'm dealing with?"  
"Symbiotes! Of course! Just like the one used to pilot X!"  
"What are you talking about Miggy?"  
"The government found an alien life form not too long ago. They studied, poked and prodded it until its demise. But before it passed the government managed to extract some seeds from it. Some of which were even cloned." Lyla replied.  
"She's right. Even X's controls require the cloned symbiote interface suit in order to operate!"  
"So these things… they're symbiotes attached to dead bodies?" Spider asked while dodging a blast from Shocker and another fusillade of bullets from the other mounted turret. He lobbed a chaff grenade at it buying himself some time to deal with the turret. One burst of impact webbing rendered the guns silent. Lyla continued.  
"This base does have some cloned symbiote prototypes. They'd need them in the off chance the interface suit was ineffective or it did not bond well with the pilot. What I can surmise Liquid has done is bond them to dead hosts augmented with cybernetics. He wants you either contained or killed."  
"Thank you Ms. Kravenoff. Any idea on how to stop them? If I remember correctly electricity worked really well with Carnage!" Spider barely managed to avoid a large glob of acid from Scorpion. It slid down the metal wall eating away at it as it did so.  
"You're the reason these servers didn't have power?" Miggy's voice in his ear was raised in frustration.  
"Time and a place, my Spider." Lyla soothed.  
Miggy's voice resumed its normal volume. "Electricity is one way to go but that won't directly work. I remember with the X control we had to make it a completely silent space. Any sonic vibrations would disrupt the interface."  
"There are sonic grenades in the warehouse. Sadly I don't know which ones had them." Lyla chimed in.  
"Okay Spidey. Give me some time to research! I'll call you back!"  
"Hope I'm still alive by then!" Spider disconnected now returning his attention to his enemies.

After web slinging around the warehouse keeping away from the hybrid monsters and their leader Solid Spider now in the corner where one of the nonfunctional gun turrets were saw Octopus using his new metal tentacles to carry himself off the floor, onto a container and towards him. The brute Scorpion had his new cybernetic hand buried into the nearby wall… he eyed Spider like a meal to be devoured as he dislodged his arm. Decoy merely floated on his cloud towards him with his arms folded across his armored chest. Ocelot soon joined them. "Is the Spider finally caught in our web? You really didn't expect to win, did you? Not against The Toxic Octopus, Riotous Scorpion, and Phage Decoy?" "New call signs. Gives them that cute and fluffy touch. Tell me lightning kitty, you come up with all those names yourself?" "Get him!" Ocelot replied evenly. As the trio advanced further Spider waited until they were almost upon him to throw the remaining chaff grenade he had. He had pulled the pin just as Ocelot had rattled off their new call signs. The effect was immediate. The cybernetic halves of the resurrected members became immobilized as Spider ran along the wall and fired a web line to the adjoining wall. Spider jumped off the wall swinging wide through the air. Using the momentum from the wall he sailed towards the frozen trio and kicked hard knocking them off the container they were standing on. They landed in a heap on the floor still technologically frozen by the grenade. With a low growl Ocelot charged his gauntlets just as Spider closed the gap on him. Ocelot swung with his heavy electric gauntlets only to miss his intended target due to Spider crouching just before it could connect. Spidey then pushed up with his legs and delivered a perfect gazelle punch to the sadistic interrogator's jaw. Ocelot was stunned giving Spider the chance he needed. He swept Ocelot's feet out from underneath him sending him crashing into the container. Spider pounced at once jumping onto Ocelot's chest with his feet slamming the wind out of him. Spider then webbed a small detonation packet to his enemy's chest. He then flipped back onto the container detonating the packet as he did so. The blast knocked Ocelot off the top of the tower to the hard concrete below. Spider went to him to find he was still alive and his blast had the desired effect. He smacked Ocelot awake and grabbed hold of his arms. Spider could feel the energy surging through the gauntlets. "You call yourself Shocker Ocelot. Question is have you felt that which you inflict on people? I promised myself if I ever got off your fancy bed I'd give you a taste of your own medicine… so tell me lightning kitty… are you a `strong man'?" Before he could reply Spider shoved the gauntlets onto Ocelot's bare chest. His body convulsed from the voltage which surged through the gauntlets and into the sadists' body. After a few moments Spider released his grip on Ocelot's arms. Smoke began to rise from his chest as the interrogator lay on the cold floor unconscious. As he stood triumphant against his enemy an inhuman voice returned him to reality. "One down, Mr. Parker!" Octopus replied. Spider realized the position he now found himself. Toxic Octopus in front, Phage Decoy behind, and Riotous Scorpion above… it was a classic pincer maneuver. Spider cursed himself for allowing his anger to get the better of him. Weighing his options Spider saw only one solution. It was not what he wanted to do but he did not see any other choice. With a deep sigh Spider moved quickly and kicked the nearest container. He then pushed with all his weight against it and sailed into the next one. He began to zigzag back and forth causing the containers in the corridor to become off balance. With each impact the containers edged further and further until finally they toppled over. Using the falling containers as temporary platforms Spider jumped from each one until finally landing back on the floor… sore and bruised from the attacks but still alive at least. _That won't hold them for long…_ Spider thought just as his Codec beeped.

"Please tell me you've found them!"  
"We have, Spider." Lyla Kravenoff replied. " Look for a container marked KDL.. Kilo Delta Lima.."  
Spider frowned at the use of the military phonetic alphabet. It was always ingrained into soldier's minds to use it for letter clarification however he refused to use it. Shaking such thoughts aside he walked up and down the aisles keeping his ears open for the hybrid group buried under the containers. "Okay. I see one marked KDL. Anything else I should be looking for?"  
"Look for the digits 770 R as in Romeo."  
Spider heard the containers begin to rustle some more. His time was growing short. He found a marked KDL770R but it was sandwiched between others. "I found them. This may take a while though. Thanks again." He ended the call as he began to push against the containers on top of the KDL marked one.

After a few moments Toxic Octopus, Riotous Scorpion and Phage Decoy had removed themselves from the container avalanche. "You only delay the inevitable, Mr. Parker!" Octopus's voice echoed through the hollow warehouse. All eyes, human or otherwise, scanned the area looking for their prey… who presented himself above them. "Yeah. I'm known for that." Without a word Spider kicked the container marked KDL770R to the floor. The instant it made contact the contents exploded with several high pitched sounds. The symbiotes all let out unearthly screams as they all were forcibly ripped away from their hosts turning into mere puddles thrashing about on the floor. Spider jumped down to ground level and webbed up the puddles tossing them into the container of sonic grenades and slammed it shut sealing it additionally with webbing to be sure. Spider then spun around to find three cybernetically enhanced bodies lying on the floor. The Scorpion and Mysterious Decoy fell to the floor instantly without their symbiotic connection. Psycho Octopus however managed to look up at Spider one last time and smile saying "Thank you…" as he once again found peace.

Spider placed the bodies on top of the sonic grenade container adding additional weight to the lid making it that much more difficult for anything that could have survived to make its way out. He then turned his attention to where he left Shocker Ocelot only to find a black mark on the floor where he was. Spider began to wonder if the sound of the grenades had woken his enemy. Though it unnerved him to admit he knew he would meet Ocelot again. Pushing that thought aside he made a Codec call.

"Miggy?"  
"Hey! You made it!"  
"Yeah. That information you two got for me really helped. Even picked up a supply of grenades for myself. Anyway Sentinel Gear is just ahead."  
"Since their numbers are dwindling be careful Spider. They'll compensate with traps and gun turrets."  
"Believe me I know Lyla! I saw it first-hand fighting these hybrids! They had two turrets that belong on wings of F-16's in here!"  
"Well you better get a move on Spidey! We heard some guards talking and they said their preparations for X are complete!"  
"Any luck breaking into the system?"  
"I'm past the third security level. It's slow going but I never met a system I couldn't bust into!"  
"All right. You two stay safe. I'll be in touch."

After checking his supplies and restocking his supply of stun, smoke, chaff and fragmentation grenades from what was available in the warehouse Spider made his way towards the exit. The corridor beyond was quite sparse and echoed the sound of what Spider could have sworn was a waterfall ahead. He started walking down the corridor only to pause. He remembered the "murder holes" he had almost fallen into earlier in the other building and decided it would be safer to crawl along the wall. Though after further consideration he finally opted to crawl along the ceiling instead just in case his enemies had planned for that. At the end of the corridor was a narrow walkway suspended above a raging waterfall as well as two more camera mounted gun turrets. One resided on the wall aimed at the end of the corridor the other oscillated between the walkway leading up to the entrance and the entrance itself. Not wanting to use his webbing Spider lobbed a chaff grenade onto the walkway. It detonated rendering the cameras on top of the turrets blind making them move madly in every direction. Quickly Spider ripped the camera mount off and tossed it at the alternate camera mount destroying them both rending both of the turrets permanently blind. He dropped down to the walkway and made his way to the door. All the while bracing himself for what technological terror lay within.


	10. Chapter 10

**Chapter 10: Protocol **

Sentinel Gear X Maintenance Hangar  
5 Hours to Deadline

Solid Spider had made his way forward into the hangar prepared for anything… except for what his eye now beheld. Looking up at the bipedal behemoth before him Spider finally grasped exactly how deep underground he was. In his life he had faced two different models of Sentinel Gear. Genosha had mass produced and painted their model TX-55 though they looked ungainly with all the armaments where the arms on a human would be. Two years later the Wakandaland borders were defended by the more upgraded model-D type of Sentinel Gear. Though smaller than its predecessors it also possessed an almost comical klutzy nature as they lumbered around. What stood before Solid Spider chilled his blood to match the temperature outside. This Sentinel Gear model had been designed to resemble a giant human being complete with arms and legs. Its chest area was connected many stories up to a platform which led to the cockpit area. The unit itself was a hodgepodge of metal plates welded together. Spider thought it was to keep the armaments concealed prior to deployment. A Codec call brought him back to reality.

"So what do you think of X?" Miggy asked.  
"You designed it to look almost… _human_!"  
"Well yeah." He sounded hurt. "I wanted it to stand out from the previous models! I also kind of considered it an homage to all the Anime's and cartoons I watched as a kid!"  
"Hey. Fanboy! Focus! This thing can launch nuclear weapons, remember?"  
"Oh right." Spider swore he heard Lyla Kravenoff say something disapproving in Russian.  
"I'm a little unnerved. There's no one here! No guards, no one patrolling. It's almost… too quiet!"  
"Perhaps they are ready? They did say they had input both PAL codes." Lyla replied chillingly matter-of-fact like. Miggy spoke again. "That reminds me… the reason I called. I finally accessed President Osborn's confidential Sentinel Gear file."  
"So you know about the override he was talking about?"  
Miggy hesitated. "Well… no…"  
"That's what I need to know!"  
"But Spidey I found something else! The secret behind the new nuclear weapon!"  
"What is it?"  
"The missile is designed to be like a bullet from a gun. Rather than rely on normal propulsion it's designed to be fired from the forearm rail gun. Since it doesn't use fuel it isn't considered a missile thus getting around all kinds of international treaties!"  
"Huh. Sneaky and effective!"  
"Oh that's not even the scariest thing about this thing!"  
"Can't wait to hear this…" Spider grumbled.  
"It's a stealth weapon!"  
"Oh you're joking!" 

"I wish. They've been trying to develop a stealth missile since the 70's. But due to propulsion they couldn't make it work. Now thanks to my advancements with the Optic cammo BOTH the nuke and Sentinel are invisible to the naked eye AND radar!"  
"_The_ ultimate weapon eh, Colonel? Are you listening?"  
"Yes. I'm listening." Colonel J. Jonah Jameson replied.  
"If word of this leaked not only would it delay the signing of the START 3 treaty, but would cause an international incident!"  
"True!" Miggy replied. "The United States would be denounced by the U.N., it could even bring the President down!"  
"And you knew about this all along… _**didn't you!"  
**_At first Jameson did not reply he then said "I won't make any excuses!"  
"You've changed, Colonel!"

The call grew silent until Miguel spoke once more. "This weapon has never been tested outside of a virtual environment!"  
"You mean they only conducted a computer model?" Spider asked.  
"Exactly! They were conducting this exercise to get actual data to back up the simulation!"  
"So what were the results?"  
"It looks as though it went better than they'd hope for however the data isn't anywhere on this network! I've scoured this thing."

_The disc Harry gave me!_ Spider realized as he began to rummage through his supplies for the disc he received.  
"You won't find it Spider." Lyla replied.  
"What! Why?"  
"Think back. You know why."  
Spider thought back a few hours and then it hit him.  
"He took it. Ocelot took the disc, didn't he?"  
"Da, Spider. Well done. I saw him pocket something out of the corner of my eye before I left. That must've been it."  
"Damn!" Jameson growled.  
Miggy continued "The terrorists have managed to replace the dummy warhead with an actual nuclear warhead. If they've input the detonation codes they should be ready to launch."  
"Will it work Shade?"  
"Well Solid the dummy was designed to be identical to the real deal so I think so."  
"Anything about the override?"  
"Not yet. I think it may be in a separate file. Am currently looking through all of Osborn's files!"  
"Keep at it. We're counting on you." Spider then ended the call. With a deep breath in and an exhale Spider fired a line of webbing from his web shooter and began to web sling around the legs and further up around the knees of Sentinel and then further up to the waist.

After a few moments web slinging Spider was now clinging to the underside of the cockpit entry catwalk of Sentinel Gear. Climbing slowly he could begin to hear voices. He moved slowly to get a better view and sure enough he saw the source. In the control room was none other than the black masked Liquid Spider and Shocker Ocelot wearing a new long duster jacket to make up for his damaged suit. _Huh. Guess he survived the crash of the Hind._ Spider thought.

After a few moments of hearing typing Spider heard Ocelot's voice. "I've input the detonation codes and disengaged the safety device. We're ready to launch at anytime." "Since we've no response from Washington it's time to make our presence known." The voice of Liquid replied.

"Shall I target Chernoton, Russia?"  
"Not exactly the target I had in mind. No we'll be launching on Lopnor, China."  
"Why China Boss?"  
"Simple. I'm sure you and your comrade Hammerhead would not approve of a nuclear bomb detonated on your motherland. Instead we'll be targeting a nuclear test site!"  
Spider moved slowly to get a better view of the duo to see Ocelot tilt his head. "Map doesn't show anything being there."  
"Exactly! If we were to nuke a major population area the game is over… but a nuclear explosion at a classified nuclear test site can be concealed from the public. This will make Washington worry over a retaliatory strike from China, which leads to talks between the nation's leaders. Thereby forcing the President to divulge the existence of this new destabilizing nuclear weapon to the Chinese. Imagine what the reputation of the United States would be thing? Let alone the President!"  
Ocelot nodded. "And with the CTBT China and India… I see."  
"Once other countries have heard of this new nuclear weapon everyone will be clambering for it! Washington will be less than thrilled when we start the bidding of their new nuclear weapons system." Spider saw Liquid clench his black gloved fist tight. "Oh yes. The President _**WILL**_ break! He will accede to our demands!"  
"The Mighty Tarantula's remains and one billion dollars…" Ocelot mused aloud.  
_One billion dollars? _Spider thought. _The man must be certifiable! _Slowly Spider maneuvered himself from under the walkway around the cockpit and on top of the control room to the point where he could peek in through the open door.

"That money will be used to cure the Next Gen soldier's mutations. I also made a point of adding the Successor deactivation code to our list of demands." _Deactivation code? Now what is he talking about?_ "Successor? It killed Urich and Osborn. It didn't seem to affect any of the other members of the Sinister Six either."  
"Perhaps but better safe than dead. Any chance you've heard from Comrade Colonel Joseph Gurlukovich?"  
The name struck a chord with Spider giving him an epiphany. _Gurlukovich? The Spetznaz Colonel. They call him Hammerhead if memory serves. There's the connection with the Hind D!_  
"He said he still has his doubts about Sentinel Gear and that we'll talk after a successful launch."  
Liquid laughed. "Oh he's a prudent one! I see no problem considering the Colonel wants this new nuclear weapon system so bad he can taste it."  
"If Russia wants to gain first strike capability over the other nations of the world Sentinel Gear will provide us with just that!"  
"Their regular army is in shambles and they think they can restore their nation's military might with nuclear weapons? Gurlukovich is no warrior, he's a _**POLITICIAN!**_"  
"Say what you will boss but he did give us the Hind along with the bulk of our heavy firepower."  
Spider heard steps being taken then Liquid spoke again.  
"He did, didn't he? I've given it some thought. If we joined forces we could put up quite a resistance here it'd also serve as a boost of our men's morale!"  
"What are you saying, boss?"  
"We're not going anywhere. We're going to dig in here!"  
"But we can still escape…"  
"You must be joking! We've got the most powerful weapon ever made and we're about to ally ourselves with Gurlukovich's foces!"  
"You planning on taking on the _entire_ world?"  
A chuckle of derision and then Liquid spoke. "What's wrong with that? We can launch an invisible nuclear weapon on any target on this planet… an invisible weapon and platform that can't be seen by any radar… and this base is stocked full of nuclear warheads! Once we have the DNA and the money… the world will be ours!"  
"What of your promise to Comrade Hammerhead?"  
"I have no interest in the revival of Mother Russia!"  
"What are you thinking?"  
Another burst of laughter and Liquid replied evenly. "From this moment forward let this place be called NEW GENOSHA!"  
_Genosha? Sinister's former base! _Spider thought.  
"Boss aren't you worried about the PAL being overridden?"  
"Not really. Urich and Osborn are both dead. What of my brother? You interrogated him. Does the Solid Spider know how the override works?"  
"He didn't say anything and he didn't have anything on him."  
"Good. Nothing can stop Sentinel Gear now."  
"Incidentally boss what should we do with the woman?"  
After a few moments thought Liquid replied. "We allow her to live… for now. She's Jameson's niece and Spider cares for her. For now she's our ace-in-the-hole!" _Lyla called it right. MJ is alive!_ Spider's Codec then beeped.

"Spidey I did it! I've got Osborn's top secret files!"  
"Great job!"  
"How are things going there?"  
"Oh you know the usual… insane ranting, cruel henchman, world on the cusp of Armageddon and only a handful of people willing to stop it. You know… Tuesday!"  
"Okay been going over the files and something is inconsistent. It doesn't say anything about an override. But it does mention a safety protocol in the event X is compromised."  
"What protocol?"  
"Well in the event X is about to fall into the wrong hands a security protocol can be activated."  
"By any chance did they initiate the protocol during the uprising?"  
"Wish I knew!"

"You mentioned that this Sentinel Gear operates using an interactive system that mimics the pilots movements, right?"  
"Yeah but what bothers me is we don't know where the suit is or what these protocols are! I'm almost there now! Make sure nothing happens to that disc!" The Codec call ended before Spider could object.

What happened next was inexplicable to Spider for the disc itself seemed to come alive within the pouch it resided it. First it began to vibrate but after a few moments it began to emit a tone. Sentinel Gear X itself echoed the tone throughout the hangar.

"**PROXIMITY PROTOCOL VERIFIED. AWAITING SECONDARY PROTOCOL ACQUISITION.**" A loud feminine voice boomed.

Spider rolled away from the entrance but the damage had been done. "Welcome Spider! Thank you for finally fulfilling our plan for you!" Spider stood knowing full well there was no point in concealing himself at this point. He looked down into the face of Liquid Spider. He no longer wore his black mask, gloves or jacket. In fact he stood bare-chested in front of the entrance to the Sentinel gear cockpit. "Now if you'd be so kind hand over that disc!" Spider scoffed. "You must be insane! There is no way in hell I am handing this over to you!" "Perhaps your computer hacker friend told you a little about the emergency protocols, however since we were fully briefed allow me to enlighten you: Once Sentinel is locked down by the security protocols no one may be able to access or activate the unit without fulfilling two requirements. The first as you just heard was proximity to the device itself. The second is the input of the disc to deactivate the security lockout. However there is a time limit. If the disc is not inserted within two minutes of the proximity protocol going active the unit will self-destruct. I should probably mention this Sentinel Gear is nuclear powered. If that card is not inserted in the next minute-and-a-half then we're standing at ground zero at of nuclear fallout that could accelerate the melting of the ice caps even further!" "Maybe. But there'd be one less maniac with his finger on a nuclear button!" Spider countered. "Ahh. But can you do that? Can you sacrifice yourself and your comrades for the safety of the world? Especially when you know for a fact you could be dooming the world in the process? I think not!" Liquid laughed.

"**SECONDARY PROTOCOL ACQUISTION TIME REMAINING: ONE MINUTE AND COUNTING." **The female voice boomed.

"Benjamin Franklin once said my dear brother: 'You delay, time will not!'" Though he hated the untenable situation he now found himself he knew there were no options to weigh. The fallout would kill Liquid but also kill Mary Jane, Miguel O'Hara, and Lyla Kravenoff as well. Without another thought he took the disc out of his pouch and threw it towards the walkway. Liquid moved just as quickly to intercept it as Spider jumped from the roof of the control room and fire a web line to swing away. Ocelot attempted to fire electric blasts after him only to miss thanks to his spider sense.

Spider landed at ground level at the giant feet of Sentinel Gear X. Out of nowhere the Shade Spider also appeared. Before they could exchange words the female voice spoke again.

"**SECONDARY PROTOCAL ACQUIRED. SYSTEMS INITIATED. THREE MINUTES UNTIL FULL ACTIVATION**."

"What the hell happened?" Miggy asked. "Short version? Just by me having the disc and being near Sentinel Gear it activated partially. If I hadn't given Liquid the disc we all would be dead due to nuclear explosion." Before O'Hara could reply the ground beneath them began to move. "Oooh shock! The elevator is moving. We're heading straight to the surface! Once there we won't be able to stop it!" "Then we keep it in here! Let's move!" The spider-men moved quickly up to make their way onto the platform. Liquid meanwhile stood in the cockpit area as lights began to activate within the machine. Solid Spider now on a nearby catwalk stopped to use his lenses binocular function to see the black substance begin to ooze from a compartment above Liquid covering him completely. "It's the connection suit. It's beginning to attach to Liquid." "We still have time. It'll take the symbiote some time to bond with its new host." Solid Spider fired a web line and began to swing towards the cockpit. As he swung he pulled a sonic grenade out of his pouch and was about to pull the pin and throw it when the door slammed shut in front of him sealing the door tight. Spider then saw two red led lights activate in the head of Sentinel Gear X. He also observed the hands begin to flex as the symbiote suit continued to adapt to its pilot host.

"**REJOICE GENTLEMEN! YOURS WILL BE THE FIRST BLOOD SPILT BY THE GLORIOUS NEW WEAPON! CONSIDER IT AN HONOR OR A GIFT FROM YOUR BROTHER!**" "You're no brother of mine!" Miggy countered. "Why do you insist on calling me brother?" Solid Spider asked. "**BECAUSE WE ARE! OUR GENETIC CODE IS IDENTICAL! BUT WE'RE NO ORDINARY TWINS! WE ARE LINKED BY CURSED GENES! A LINK I INTEND TO SEVER!**" Liquid's voice was booming from the speakers provided through the area where on a human a mouth would be. Its red LED eyes seemed to begin to mimic the same look Liquid would have given them. It looked as if he was attempting to make the unit move but the calibration must not have been completed. Instead several compartments opened revealing hidden weaponry. The shoulders contained missile pods, the left arm had six Gatling turrets, while the right revealed the miniature rail gun, and finally the upper chest area revealed more missiles. Without hesitation Sentinel Gear X erupted into a cacophony of warfare targeted at the operative and the scientist.

Both men had made it onto the moving platform and took cover behind nearby metal containers as explosions began to erupt around them. "Okay Miggy you're on. How do we stop this thing?" After some thought O'Hara began to explain. "With the weapons we have we can't breach X's armor. It was designed using the latest in compound armor. We'd need an anti-tank round to at least make a dent!" "Okay. What're our options?" "Well the interface system creates a virtual environment for the pilot so we'd need to disrupt the sensor arrays. Only one problem though… they're in the head." "Okay. What happens once the sensors are knocked out?" "The cockpit door will open. He'll still be able to control it using the interactive suit but he'll be using his own eyes." "All right. You ready?" Miggy nodded and without another word the two Spiders leapt from cover heading in two different directions.


	11. Chapter 11

**Chapter 11: Brothers-in-Arms**

Both men swung around Sentinel Gear X as it began to take its first steps on the cargo platform. Reaching into his pouch Solid Spider produced two grenades. After counting to five he threw the first at its head. Upon impact it exploded sending out its cargo across the head disrupting its sensors. Spider then threw the fragmentation grenade which detonated on the head as well. Though they were direct hits the damage to the head seemed minimal. Spider threw a second chaff grenade to continue to keep the sensors disrupted. Shade and Solid Spiders arrived at the head the next moment. "That won't last for long!" "I'm aware of that doctor. Here help me spread these around." Solid Spider shared with Shade Spider half of his remaining detonation packets, C4, and fragmentation grenades. Together they began to spread them around the sensor array at the front of the head of Sentinel Gear X. The chaff's effect wore off just as they were done and swung away. Sentinel Gear X now with targets unleashed another volley of missiles and gunfire narrowly missing the two heroes. They regrouped behind a less damaged metal container. With a nod from Shade Solid Spider pressed the detonator.

One second the Sentinel Gear unit was beginning to look in their direction and take its first faltering steps like a lumbering child. The next its head disappeared in a cloud of smoke, fire, and the sound of metal tearing away. The forward movement ceased as did the firepower as the duo looked on and hoped. The smoke began to clear revealing the head of Sentinel Gear X looked a pale shell of its former self. It resembled a soda can that had been used and slightly crushed. It bore black scorch marks from the numerous explosions. "YEAH!" Miggy shouted. "Did that do it?" To the two heroes it felt as if an eternity passed as the cargo elevator continued its languorous journey upwards toward the surface.

To their joint disappointment… the red LED eyes lit back up and glared at the duo.  
"**NICE TRY! NOW DIE!"**

Sentinel Gear X took one more step then something odd happened. The head containing the sensor array and speakers seemed to shatter and split from some unseen force. From the rain of debris emerged a red blur that joined the duo behind cover. The red clad man wore a similar suit to Solid Spider though it was a dark red color. "Are you… Carnage?" Solid Spider asked.

The crimson clad being chuckled. "Not anymore thanks to you, brother!" Solid Spider removed his mask. "So it's true. You're a clone of Richard Parker like I am!" The red mask worn by the fellow clone seemed to break apart of its own accord to reveal the same face that Solid Spider bore however the crimson clad version's hair was blonde rather than brown. "With some differences, obviously! Though I never knew our Uncle Ben personally I heard about him from my Aunt May!" This news hit Peter like an actual punch. "What?" His clone smiled at him. "Allow me to properly introduce myself… Benjamin Reilly!" Benjamin extended his hand to Peter who shook it but was still dumbstruck. Ben seemed to smile. "Sorry about earlier you two. As you can guess I was used as a guinea pig for an experimental host for a clone symbiote. While it did attempt to take over my mind I did have my lucid moments…." Ben kept quiet letting the information sink in. Less than a minute later Peter snapped his fingers. "You're the True Believer!" Ben smiled. "Nuff said! Now here comes another present!"

With the destruction of the sensor array in the head the cockpit door slid up revealing a black clad figure. It appeared to be a hulk of a man with a white spider emblem on its chest. It was the newly enhanced form of Liquid Spider. "**IMPRESSIVE!**" His voice boomed from the cockpit.** "AS YOU CAN SEE WE ARE NOW MUCH MORE THAN AN OPERATIVE! THIS MACHINE IS OUR BODY! WHILE YOU ARE ALL WORTHY OF THE CALL SIGN SPIDER YOU'RE ALL FINISHED!**" In reply a smoke grenade detonated at the being's feet. "Shut up!" Ben replied. "He's using the term We rather than I!" Shade Spider observed. "It's the symbiote. Once it's bonded with its host it becomes one being yet it is two. They always refer to themselves as a duel person. Sadly I've had some experience in this matter. Thanks by the way there Pete!" "Don't sweat it. Shade how much longer before we reach the surface?" As Shade Spider calculated the red clad Ben Reilly tilted his head in confusion. "Shade?" he asked. "Oh shock! We're only a few miles from the surface. Its sensors may be out of commission but it is still combat operational!" Solid Spider covered his face once more with his mask. "It won't be for long! Shade I'll need you and the… uh… Scarlet Spider to distract him." "On it!" With that Shade Spider web swung away. "Scarlet Spider? Really?" "Don't like your call sign? Frankly my dear clone I don't give a damn!" Scarlet Spider shook his head as his suit fired a red web line and he swung away grumbling as he did so.

Solid Spider began to rummage through his pouches to take stock of what he had available. As he did so he looked up to see Shade Spider was using his suits' Optic Camouflage to his advantage by occasionally vanishing from sight as he web slung around X in an attempt to try and slow the machine down by webbing its joints. Scarlet Spider however had opted for using his suits' unique ability to create blades to attempt to shatter the feet and legs of the unit all the while both men attempting to maneuver away from the machines firing arsenal. Taking stock of what he had Solid Spider grabbed what he would need and began to swing around the elevator platform to the back of Sentinel Gear X. He slowly crawled up and around the underside of the left shoulder. Once the cockpit was within sight he pulled the pin and threw the grenade. It bounced right in confusing Liquid. Before he could kick it out the grenade went off dispersing smoke within the confines of the cockpit area. Spider could hear his symbiote clad enemy snarling and growling with frustration. He got closer to the door and threw three more grenades. Liquid never saw them come in but he definitely heard the result.

The three sonic grenades once detonated creating a piercing high pitched sound that caused the symbiote total agony. Spider began to hear the one combined voice in agony begin to splinter into two. He had hoped the noise would separate the two beings as it had the hybrid members of the Sinister Six but it looked as though this one would not go without a fight. Pulling the pin on two more Spider threw them in and followed behind. The smoke had begun to clear to reveal Liquid Spider bare-chested and partially separated from the symbiote. It was still hanging on from the waist down. Solid Spider wasted no time. He attempted to kick Liquid's legs out from underneath him only to be grabbed from behind by the symbiote. _My spider sense! It didn't warn me!_ "I already told you brother I've become more than a mere operative!" The symbiote moved tentatively but managed to kick the grenades out of the cockpit. Slowly it began to reform itself around Liquid. As it did Spider could feel hands begin to form around his throat. "Now **WE SHALL SEE WHO IS THE TRUE INHERITOR OF THE NAME SPIDER!**" "Funny you mention that." In an act of desperation Solid Spider unleashed two bursts of impact webbing at point blank range. The effect was instant but Liquid still retained his grip on him. _Come on! Drop me!_ Spider began kicking Liquid but it did not seem to have any effect. His kicks became more frantic as he began to see stars in his eyes. As the minutes began to feel like hours Solid Spider began to feel himself about to pass out. He thought he heard something clatter on the floor and next he heard a familiar tone and then he was back from the brink of darkness.

When his vision cleared Solid Spider looked to see Scarlet Spider was dropping several sonic grenades around the cockpit. Solid Spider watched as both Liquid and Scarlet Spider seemed to be in agony thanks to the effect of the grenades. "HURRY! GET AWAY!" Scarlet barked. "Aren't these hurting you as well?" "It hurts the symbiote, sure. But I'm more than just an upgraded human! I need you to do me a favor!" Scarlet Spider fired more crimson webbing tangling Liquid further as he was about to break free of the impact webbing. "What is it?" "You've been in contact with Aunt May this entire time, right?" "How could you…" "We don't have time right now Peter! Just make sure you tell her I'm sorry I didn't listen to her. I just wanted to live up to Uncle Ben's expectations!" Solid Spider nodded. "`With great power, comes great responsibility'" The red symbiote began to unravel itself from Ben's body revealing his smiling face. "I see you were taught that as well! Now get going and remember fighting may be the only thing we're good at, but at least we always fight for what we believe in!" With that Benjamin Reilly… would be nephew to Dr. May "Mayday" Hunter… fellow clone of Richard Parker kicked Solid Spider out of the cockpit door. Time began to move slowly as he began his descent through the door. Solid Spider could swear his fellow clone was smiling as well as pulling the pin on a fragmentation grenade. He then charged for Liquid to the point where the red and black symbiotes were mixing together. It looked as though they were fighting one another. Once out of the cockpit door time resumed its pace. Solid Spider fired a web line swinging away as an explosion erupted from the cockpit of Sentinel Gear X billowing fire and smoke. The unit took one final step then shuddered since its controls had been damaged. Shade Spider stood on the elevator platform watching his creation grind to a halt as metal creaked and whined. Sentinel Gear X seemed to wail in pain as the damage to the legs and feet incurred thanks to Scarlet Spider finally took their toll. The left leg in front broke apart causing the now top heavy mech to fall forward onto the platform with an ear splitting crash of metal against metal. The elevator platform began to lurch due to the sudden weight shift but continued on its course gingerly. The cockpit still had smoke rising from within however the entrance was now covered by the platform. Both Solid and Shade Spider began to walk close to the unit just as secondary explosions began. Though Solid Spider's spider sense warned him of the danger he did not react in time for more secondary explosions throughout Sentinel Gear X blew both spider-men backward with such force neither of them were conscious.


	12. Chapter 12

**Chapter 12: Countdown**

The first thing Solid Spider noticed was the cold wind was whipping by his face. Not his mask covered face but his actual, uncovered face. He then became aware of the fact his chest area was cold as well as web shooters and items were missing. As he tried to open his eyes he found himself staring at the equally topless form of someone he had hoped was dead.  
"Sleeping late as usual… eh Peter?"  
"Kaine? You're alive?"  
"I won't die… as long as _you _still live!"

Peter noted the emphasis he put on that one word. It was if he were spitting something vile out. What he said next came with a chuckle. "Guess we're destined to fight forever then. I've no plans on dying anytime soon. By the way how's your revolution going…. Oh right. Sorry. Too soon?"

"Just because you've destroyed Sentinel Gear doesn't mean I'm through fighting!"  
"Fighting? What are you really after?"  
"A world where warriors like us are honored as we once were… as we should be!"  
"Reminds me of Sinster and Fury's dream!"  
"IT WAS THEIR DYING WISH!" Kaine spat. "When they were young during the cold war the world needed men such as us. We were desired then… we were valued… but things are different now. With all the liars and hypocrites running the world war isn't what it used to be. We're living in a world that now spurns our very existence! After I launch this weapon and get our billion dollars we'll bring order and chaos back to this world gone soft!"  
"As long as there are people, Kaine, there will always be war!" Peter noticed his wrists were bound together behind his back as Kaine continued on.  
"Balance is the problem. Our fathers knew what kind of balance was best! Especially to return the world to revere warriors like us!"  
"I don't want that kind of world!"  
"YOU LIE! Then why are you here then? Why do you continue on when your superiors betray you?"

Peter had to admit Kaine had him there but decided not to say anything.  
"Fine. I'll tell you. You enjoy all the killing. That's why!"  
"WHAT?"  
"Can you deny it? Haven't you killed most of my comrades?"  
"One! Even then Scorpion did it to himself!"  
Kaine turned and faced Peter with a sneer on his face. "There's a killer inside you! You don't have to deny it! I saw your face when you did it! I saw the face enraptured by the joy… of battle!"  
_Kaine has lost it!_ Peter thought. He took in his surroundings as Kaine turned around. They were on the back of what was left of Sentinel Gear X. _I wonder. If Kaine survived did Ben?_ He continued to try and free his hands.

"You may not know this brother but we were made to be this way! It was what we were created for!"  
"Created?"  
"Ever hear of `Project Successor'? It began in the 1970's. Their plan was to artificially recreate the most powerful soldier ever!"  
"Steve Rogers." Peter replied.  
"Correct! Captain America himself! But since the good Captain had perished prior to the end of the second world war they sought the aide of up-and-coming geneticist Dr. Nathaniel Clarke to recreate the serum."  
Peter frowned. "You mean the man who would become Sinister!"  
Kaine laughed. "That's right! The soldier they selected for this was a highly decorated soldier by the name of Richard Parker… known by then as The Black Tarantula. But he was already injured and in a coma when they brought him in. So we were created from his cells!" _He was in a coma? I wonder. Was Mayday there when this happened?_

"They fertilized an egg using our father's cells and then let it divide into eight clone babies. We were all then transferred into someone's uterus. However six of our siblings were aborted intentionally."  
"Why?"  
"It was to encourage strong fetal growth! Imagine it, Peter! We're accomplices in murder before we were even born!" Kaine began to laugh.  
"That sounds just like Sinister… twisted and devious!"  
"Oh he was just getting started! Imagine! Us two fertilized eggs with exactly the same DNA… But it seems Dr. Clarke didn't want to stop there. I was used as a guinea pig! To create a phenotype where all the dominant genes were expressed! The result… was _**YOU!**__**I**_ got all the recessive genes! Do you have any idea what it's like to be rubbish from the day you were conceived?" Not really knowing how to respond Peter opted for the truth. "Uh….No. But it does explain why your face looks like chewed up bubble gum!"

With a glare from Kaine he continued talking. "Though we are not the only children born from this experiment!" "Think your little bout in the cockpit would've given you concrete proof of that! Looks like we were triplets!" Kaine sneered. "Not anymore. But I am also referring to the Next Generation Special Forces you've been dealing with. They too are progeny carrying on our father's genetic legacy!" "What are you talking about? How can we _**ALL **_be related?" "Through human experiments!" Kaine spat.  
"For thanks to the Human Genome Project and Parker's DNA they were able to identify at least sixty 'soldier genes'… genes which are responsible for everything from "strategic thinking' to the proverbial 'killer instinct'. These genes were then injected into what we all know as the Next Generation Special Forces. So as you can see they are our brothers! Artificially created through the alignment of nucleotides to mimic our father's genes!" "So why do you need the Tarantula's remains?" "Like any type of experimental treatment there are certain… side effects. While Octopus could keep the soldiers in check using his abilities he could not prevent their genetic mutations. In order to correct the error we need his DNA. After all aren't we all on the verge of death at the genetic level? We all live to pass on the DNA of our parents!" Peter began to laugh hysterically and then say. "You're genes are telling you to save your family? God that's touching! If we get any more sweet we'll have a cute little pillow fight up here!" Kaine rushed to Peter and knocked him onto his left side. The armor plating of Sentinel Gear X felt cold to the touch of his skin. "Mock all you want, dear brother, but I will follow what my genes tell me! Then I shall go beyond in order to break the curse of my heritage!" Kaine was yelling down at him. He then stood straight and smiled that vile smile Peter had begun to loathe. "Look behind you!" Kaine pointed.

Peter looked and his eyes went wide. There behind the both of them her hands and feet bound was Mary Jane Silverburgh. "Is she alive?" He found himself asking aloud. "I'm not sure. She was a few hours ago. Poor girl kept calling your name!" He laughed. "Stupid woman! Falling in love with a man who doesn't even have a name!" Peter was on his feet in an instant.  
"**I HAVE A NAME!**"  
"**NO! WE HAVE NO PAST! WE HAVE NO FUTURE! EVEN IF WE DID IT WOULDN'T TRULY BE OURS! WE'RE JUST COPIES OF OUR FATHER, RICHARD PARKER!"  
"LET MJ GO!" **Peter pressed.  
"**NOT YET! **We have unfinished business and time is of the essence!"  
"Worried about the Successor signal?"  
"Not quite." Another laugh. "By now the Pentagon knows Sentinel Gear is destroyed. Chances are they've come to a decision and won't require a battle damage assessment. See where I'm going with this?" Without another word Peter activated his Codec.

"Colonel are you listening?"  
"Yes."  
"What's the Pentagon up to?"  
"Secretary of Defense Houseman has sent an AWACS your way."  
"Why?"  
"To bomb the place."  
Peter was stunned into silence. Jameson continued.  
"Also B-2 bombers just took off from Galena Air Force base. Their payload is B61-13 surface piercing nuclear bombs."  
Peter was aghast. "Sentinel Gear is destroyed! Tell the Secretary of Defense!"  
"Now that there's no threat of a nuclear strike they intend to vaporize all the evidence along with anyone who had anything at all to do with it! Mary Jane's transfer was a way of manipulating me as well!"  
Peter's distrust for his commanding officer now became clear to him. Jameson had been used just as much as Peter had. "So we're all just puppets in someone's sick and sadistic game then, is that it?"  
After some silence Jameson replied. "Don't worry Peter. I may still be nothing but a figurehead but I am technically in operational command! I'll cancel the bombing run! Use the confusion up the chain of command to get yourself out!"  
Peter could not believe his ears. "Colonel… it will be bad for you…"  
Peter heard a small chuckle. "It's the least I can do for you… after all the lies…" There was some shuffling and Peter could barely see Colonel Jameson giving the order but then he heard shouting and sounds of a scuffle. He then saw armed soldiers crowd the screen. He then heard Gwen Ling and Mayday also shouting but before he could ask if they were all right the signal went dead.

But his Codec did not. In fact a new call came in from the frequency of the Black Widow.

"Spider! It's SWORD!" She shouted.  
"What?"  
She was about to reply when she was pulled away from the screen. He heard more sounds of another scuffle and then saw a face from the past. One he thought he would see again.  
"This is Secretary of Defense, Maria Houseman."  
_**MARIA HOUSEMAN?**_ Peter thought. "Houseman? Last time I heard your voice it was Hill, wasn't it?"  
"Hill was my married name, Mr. Parker. I am since divorced."  
"And you've managed to do well for yourself. Going from being General Fury's right hand to Secretary of Defense…. Or was that by design, _Maria_?" Peter spat the word out.  
"Very astute. Yes after the fall of General Fury I was forced to seek employment elsewhere. Luckily I knew some friendly folks who helped me. Now that we've dealt with the past its time now for current events… Colonel Jameson has been relieved of command."  
"What for?"  
"For leaking top secret information. Which is high treason!"  
"What a ridiculous trumped up charge!"  
Houseman chuckled. "Oh yes he _IS_ a ridiculous man! He truly believed he was in command!" She then laughed outright. Peter felt his blood beginning to boil. When she finally stopped she continued. "There won't be a speck of evidence left. I'm certain this is what the President would want."  
"Did he order this or is this another incident of `plausible deniability'?"  
"The President is a very busy man. I have complete authority here. "  
"How exactly do you plan on explaining a nuclear strike to the media? The mushroom cloud would be a little difficult to miss!"  
"Not to worry. We have a very convincing cover story. The terrorists exploded the nuclear device."  
"Clever. You'll be murdering me, the Next Gen forces, and everyone!"  
"Urich… the DARPA chief is already dead…" Houseman actually looked hurt.  
"Sounds like he was more than just a friend. But since he's dead you don't give a damn about what happens to anyone else?"  
"What of the optic disc?"  
"What?"  
"Sentinel Gear's test data! Ben was supposed to bring it back."  
Peter winced and finally replied "…I don't have it."  
"I see. Oh well. That's okay. You clones were an embarrassment from the 70's… our countries dirty little secret!"  
Peter thought of and restrained himself from humming the All American Rejects tune by that title as Houseman continued.  
"You can't be allowed to live. Luckily the bombs will be dropping soon. Why not take this chance to catch up with your long lost brother! Farewell Mr. Parker!"  
The Codec call ended.

His government betrayed him… again. Peter was beginning to grow weary of constantly being lied, used and double-crossed by those he thought he could trust. "Let's finish this before the air strike." Kaine's accented voice brought Peter back to reality. He was now behind Peter taking the restraints off his wrists. Though Peter found it odd he was not about to complain. Still atop the back of Sentinel Gear X they began to circle one another.  
"You stole _EVERTHING_ from me!" Kaine spat. "Only your death will satisfy me!"  
"Enough with the whining! Geez you fixate more than anyone I know!"  
"Another pithy comeback brother? Very well." Peter noticed Kaine was holding something that he then pressed it hard.  
"What's that?"  
"It's the time limit for our final battle. This nuclear module is set to detonate at the exact moment of her…. Death!" Kaine's eyes flashed at that word. "If you can beat me in under three minutes perhaps you can enjoy a brief moment of love…. Before the end." Kaine pointed to the drop behind him. "Cross this line, brother… you'll fall. At this height it'll kill even you! HAVE AT YOU!"

2:59 Remaining

Kaine charged towards Peter attempting to shoulder charge him. Peter though avoided the blow by moving one step to the right and then quickly laying on his back to sweep Kaine's legs out from underneath him. The terrorist leader must have felt the move coming for he jumped out of the way in time to avoid the sweep. _Damn!_ Peter thought. "Frustrating to land a blow, isn't it? Spider sense does make that vexing! Then again…" Kaine then landed a right cross to Peter's jaw. It happened so fast his spider sense barely registered the blow as it connected. "…speed can be helpful!" With Peter stunned Kaine capitalized by landing another two blows to the operatives face and chest. A left uppercut to the jaw sent him flat on his back onto Sentinel Gear X. Upon impact Peter felt nothing but pain in front and behind him. As he attempted to clear his head his spider sense alerted him. Surrendering to it Peter rolled instinctively out of the way just to get a boot to his head for his trouble. Thinking quickly Peter grabbed Kaine's boot and spun his full body around knocking Kaine's other leg out from underneath him. Kaine landed with a hard thud onto the unforgiving metal. Still relying on adrenaline and instinct Peter jumped onto Kaine's chest knocking the wind out of him.

2:35 Remaining

Peter then took Kaine's left arm and twisted it behind his back until he felt something snap though Kaine merely laughed. Somewhat taken aback by this Peter somersaulted backwards away from Kaine as a precaution. This proved wise since Kaine at the same time flipped onto his back and attempted to kick Peter. "You're doing well so far my brother!" Peter smiled. "You sound surprised!" "But can you keep it up?" Kaine asked with a sneer. Now with both combatants standing they began to circle one another once more awaiting the next attack.

2:00 Remaining

At the exact same moment both men charged forward though Peter quickly dodged to the left and faked another leg sweep and countered with his right elbow point to the back of Kaine's head followed quickly by the same fist to his enemy's face. Seeing he was stunned Peter took firm hold of the injured left arm and flipped the terrorist leader over his shoulder. Kaine landed with a loud thud and bounced dangerously close to the edge. He seemed to be dazed so Peter stopped his charge. He wanted to see what his fellow clone would do. Kaine laughed as he picked himself back up.  
"You're a fool! You should've killed me!"  
Peter shrugged. "Woulda, coulda, shoulda ugly."  
"Your pithy dismissive reply is as ridiculous as that mask you wear!"  
"Sticks and stones, water webs. You won't bury me with words!"  
Kaine growled and then charged at Peter again.

1:45 Remaining

Planting his feet firmly on Sentinel Gear X Peter waited for Kaine like a matador challenging a charging bull. As the distance closed between the two clones Peter stood stock still. _This has to work…_  
Kaine showed no sign of altering his course and was within striking distance of Peter. What happened next to anyone who could see it seemed to be a blur but for the two opponents it seemed to them that the world slowed to a crawl….

Kaine threw a fake left punch  
Peter ducked just as Kaine punched him with his right.  
Peter took the blow but grabbed hold of Kaine's waist and using Kaine's own momentum against him picked him up and slammed him down hard onto Sentinel Gear X.  
Peter then went to drop his right forearm onto Kaine's throat only to have his arm grabbed and pulled hard. Peter was slammed down knocking the wind out of him.  
Kaine wrapped his legs around Peter's arm as he squeezed until his right shoulder was dislocated.  
Fighting through the pain Peter did the only thing he could and bit Kaine's leg. Kaine clenched his teeth until the pain became too great and released the hold.

1:30 Remaining

Before Kaine could get to his feet Peter kicked the terrorist leader hard sending him rolling towards the edge. Peter repeated with another blow sending his enemy rolling once more. Peter reared back with his leg for another blow to have Kaine catch his leg. "You went to the well too often, brother!" "With good reason!" He then delivered a punch with his good arm to Kaine's head. The blow rendered him inert.

1:25 Remaining

Exhausted Peter Parker made his way to the module. Its digital read out continued its deadly countdown. As he opened the panel with his still functioning left hand Mary Jane began to stir. "Hey Webs!" She said with a smile. Peter could not help but smile himself. "How'd you sleep?" He asked. Mary Jane frowned. "Something tells me this isn't the time for this!" Peter nodded as Mary Jane suddenly looked in shock. The instant she did his spider sense issued its warning. He did not need to see for he knew Kaine was back and heading right for them. Frustrated, exhausted and angry Peter Parker looked into the disfigured face of the man who had not only committed violent acts against his country but also against his fellow clone Ben, his new friend Miggy, DARPA chief Ben Urich, his old best friend Harry Osborn, and of course MJ. Filled with fury he waited until Kaine was close enough to smell his breath then crouched down low. Using Kaine's own momentum against him again Peter pushed with his good arm into Kaine's solar plexus sending him off balance and into the air. On instinct Peter made to use his web shooter with his left arm but discovered he had forgotten Kaine had removed it. To his utter horror he watched as Kaine plummeted from sight down the side of Sentinel Gear X yelling his last name with rage the whole way down.

1:00 Remaining

"So MJ by any chance were you awake when he wired this thing or handled these things before?" She shook her head. Peter then dialed the Widow's frequency on his Codec.

"Nice to talk to you again, Mr. Parker!" It was Natasha.  
"Likewise. I knew those idiots wouldn't be a match for you!"  
She chuckled. "Naturally."  
"I need your help. Kaine has armed a nuclear module. Less than a minute to detonation."  
"Hmm. You've opened the panel?"  
"Of course!"  
"Naturally what I would do. I take it there is a great many wires tangled together?"  
"Two-for-two so far!" Peter glanced to the read out. "Forty-five seconds left."  
"Doesn't leave us much time. On the front panel by the digital display is there an array of buttons?"  
Peter looked. "Yes."  
"Press the middle."

Peter did so and in that moment the clocked stopped and the device shut down.

"What the?"  
"Cancellation. It's in case of emergencies if the device gets activated while setting it up. After all bombers have to be safe too!"  
Peter chuckled. "Thanks Widow. We owe you one."  
Natasha replied in Russian then said "We'll talk again later, Spider! Now get yourselves out of there!"

The call ended as Peter with his good arm helped Mary Jane get free. As she stood again Peter lay flat on his stomach and pushed upward like he was doing a push-up halfway. Seeing what he had in mind Mary Jane began to wrap the binding that had held her up into a large wad and offered it to him. With a nod from Peter she placed it in his teeth. After counting to three and several deep breaths Peter Parker thrust his right shoulder into the compound armor plating of Sentinel Gear with as much strength as he could muster. He got the desired result with the right shoulder back in place but the pain that ensued was almost unbearable. Breathing heavily Peter lay motionless on the plating. He could feel the tantalizing pull of unconsciousness wanting to envelope him however he forced himself awake. His reward was pain, exhaustion and the relived face of Mary Jane Silverburgh. When he awoke he was now laying in her lap. Her face seemed a little red specifically around her eyes. "Hey there Webs. You had me worried!" Peter chuckled. "Guess we're even now. The feeling was mutual. As much as I'm enjoying this we need to get moving." Mary Jane chuckled as she wiped her eyes. Peter looked up to see they were a few more stories away from the top where the outside was. But considering the temperatures it would do him no good, shot from Mayday or not, to be topless. After a few moments he found his suit and equipment tossed nearby. "Stay here. I'll be right back." With that Peter began sliding slowly down the side of Sentinel Gear. While doing so he got in contact with Miguel via Codec.

"Miggy you there?"  
"Barely. The was one big explosion!"  
"I've got good news… MJ's okay."  
"Hey! Great job!"  
"Don't celebrate just yet. I've got some bad news too… we're about to be bombed."  
"Huh. Guess we're expendable!"  
"Once I get my supplies I'm going to take Mary Jane and get back to the surface. You coming?"  
"I need to find Lyla."  
"We won't have time at this rate! This may be a hardened shelter but they're using a surface piercing nuclear bomb! It won't hold!"  
"I'm through regretting the past, Pete! I'm a complete person now! I've found a reason to live!"  
Peter chuckled as he began to put the rest of his sneaking suit back on as well as his supplies.  
"All right Miggy. Don't die on me!"  
"Same to you. Take care of MJ!"  
"You take care of Lyla! And Miggy…. Thanks for everything!"  
"`Thanks'! Wow. Sounds nice!"  
With that the Codec call ended.

Now rearmed with his supplies, web shooters, and mask Peter Parker became Solid Spider. He fired a web line above Sentinel and swung onto its back where Mary Jane awaited him. "I have to admit. I feel a little better." Mary Jane bit her bottom lip as she looked him over. "Hmm looking good Webs!" She then bounced to Spider wrapped her arms around his neck. "I'm glad you're okay, MJ." "`Glad you're okay'? Is that all you can say?" Spider shook his head. "Hold on." He then fired web lines from his web shooters and with Mary Jane holding on began to web swing higher to get out of the elevator shaft. "I can't imagine what you've been through. It must've been horrible." "It wasn't as bad as all that. I didn't give in to the torture." "Torture?" Spider's mind flashed back to the pain he'd endured with Shocker Ocelot. "..And things even worse than that. I was fighting too! Fighting them made me feel closer to you. I felt like you were there with me. That gave me the strength to go on." They were inching ever closer to the top. Now clinging to the wall Spider began to crawl the last few inches up. "You're a strong woman." He complimented.  
"But… I was scared." As they reached the surface Spider collapsed onto his back.  
"I'm so…"  
"Don't you dare apologize!" Mary Jane snapped cutting him off.. "It made me realize something… during all the pain and shame there was one constant I was sure of… a single hope I clung to that kept me going… the hope of seeing you again." Mary Jane now lay right next to him with her head on his shoulder. She then moved her arm onto his chest and her leg draped over his. "I wanted… to see you again… Peter…" Spider placed his head onto her head feeling her warmth through the mask. "MJ." He said softly enough so only she could hear him.


	13. Chapter 13

**Chapter 13: New Beginning**

Though they were only laying on the lip of Sentinel Gear's elevator shaft for a minute or two it seemed to Solid Spider and Mary Jane Silverburgh that it was a lifetime…. until finally Spider spoke. "We need to get going if we're going to stay ahead of the air strike!" As he stood he helped her back up to her feet. "But what about Dr. O'Hara?" "He's fighting right now. To be the man he wants to be." MJ nodded her understanding. "He's fighting for us too?" "Yeah. As well as for himself and Lyla. I don't want it to be in vain! Sorry we have to postpone the love scene." MJ shrugged. "Looks that way. Too bad!" They both laughed until they heard an unfamiliar sound. "Looks as if it's started! Let's go!" Taking a quick glance around Spider realized they were on the other side of the island than where he had originally arrived. Several hangars littered the tarmac. Without another thought Spider ran towards them with MJ close behind only to stop when he heard the unfamiliar noise again. It was closer than any incoming airplane and was coming from the cargo elevator shaft. "Oh no." He breathed for as he turned around to view the source his spider sense issued a warning for lumbering out of the giant maw in the ground was the right arm of Sentinel Gear X. The left then appeared as the mech began to pull itself out of the shaft. Once it was free small explosions blasted around the waist freeing the top section from the rest of the body. From below the chest area a large turbine began to spin as from the back small ports opened revealing thrusters. Sentinel Gear X was mobile once more! "**PETER PARKER!**" Boomed the voice of the pilot. Spider's blood turned to ice at the realization. "**LIQUID!**" "**You call yourself a SPIDER? What kind of operative doesn't bother to check if his enemy is DEAD?**" The midsection of Sentinel Gear X was now in view. Standing inside the cockpit holding manual controls was the badly scarred, battered and bruised Liquid Spider. "**TIME TO DIE!**"  
"MJ get to cover!"  
"No way! We're fighting together!" Spider turned to face her to see she was determined to fight regardless of any objection he had. "Then get to the hangar see if there's anything in there we can use. I'll buy some time!" With a nod Mary Jane sprinted to the nearby hangar. Spider made a Codec call.

"Miggy is there something you neglected to mention about Sentinel Gear? Like it's manual controls?"  
"Manual controls? Huh. Guess they decided to not rely on the symbiote interface system alone. So Liquid's alive and has X back up and running?"  
"Yup. I've got Mary Jane searching for something we can use. Any ideas?"

There was no response from the Codec instead Spider swore he heard a stinger missile being launched. He looked up to see one impact the left shoulder of Sentinel Gear. Then two more streaked across the sky leaving a smoke trail in their wake as Dr. Miguel O'Hara, call sign Shade Spider appeared in front of Solid Spider. "Yeah I have a few." "GAH! Don't do that!" The masked scientist laughed. "Sorry. Couldn't help myself." "Lyla find herself a stinger?" Miggy nodded. "Yeah she's distracting Liquid but we need to disable the manual controls somehow." "Could be difficult but I'm open to suggestions!" Before O'Hara could reply the sound of Gatling guns beginning to rotate could be heard. Both spider-men jumped out of the way of the left arms firepower as Liquid continued his barrage laughing the whole time.

Miguel's voice burst onto the Codec. "I don't see a choice! Lyla fire a stinger into the cockpit!"  
"You can't be serious! It could kill him!"  
"That would be better than him killings us." Lyla countered.  
"I'm not comfortable with blatant killing. There _HAS_ to be another way!"

Before anyone could respond a new sound was heard. From cover Spider looked to the newly flying Sentinel Gear but the noise seemed to come from away from it. Spider looked to see Mary Jane Silverburg holding a large weapon. It seemed to be charging. Breaking from cover he joined her side. "What is that?" "Could be our best hope!" Before he could respond she squeezed the trigger on the weapon. It fired several shots into the arms and chest area of Sentinel Gear X in rapid succession. The damage done by the weapon seemed to be significant since Sentinel Gear began to buckle.  
"You found the rail gun!" Miguel replied sounding awestruck.  
"Who cares what it is! Keep firing!" Spider urged.  
"**DIIIIIEE!" **ranted Liquid.**  
**"It needs to charge!" Mary Jane said through clenched teeth.  
"LYLA!" Both spiders yelled.

A mere second later two more stinger missiles flew across the sky landing on the left and right arms of Sentinel Gear. Spider checked his pouch and found something that could work. "Tell Lyla to keep firing!" Without an explanation Solid Spider rushed towards the flying Sentinel Gear X and fired his web shooter. With the line attached Spider kicked off the ground and began climbing it.

A moment later Mary Jane's weapon indicated it was charged and ready to fire. Before Miguel could inform him Mary Jane rushed to be underneath the flying mech. Taking careful aim as she looked up she waited until Spider was out of sight then contacted him via Codec.

"Am just underneath him. Gun's charged and aimed at the main propulsion. I'll wait until you're clear!"  
"Be ready to fire on my signal!" He yelled back. Before she could ask for clarification he ended the call.

Spider leapt into the cockpit feet first right into Liquid Spider's face. The already thrashed terrorist leader was rocked backwards into the wall and away from the controls. Sentinel began to veer towards the left and the buildings nearby. Solid Spider pulled the pin on the grenade he had found, dropped it, and leapt out through the open cockpit door. Liquid grabbed hold of his senses and made his way to the manual controls only to find them to be unresponsive. Confused he looked around to find small electronic devices floating with him in the cockpit. Solid Spider used a chaff grenade. "**PAAAAARRRRRRRKKKKKKKEEEEEEERRRRRRRRRRRR!**" Liquid roared as the floating mech sideswiped the nearest building. It's propulsion system wedging the unit deep into the building. "NOW!" Spider yelled.

The next moment both high velocity rail gun rounds as well as stinger missiles impacted the now prone unit. The rapid fire high velocity rounds cut across the propulsion system as well as the back hull of Sentinel Gear causing it to billow smoke and then explode. Everyone sought cover as Sentinel Gear X detonated sending debris, dirty, smoke, and flames everywhere.

Moment later Mary Jane and Miguel were joined by Solid Spider. He was holding his recently dislocated right arm as he made his way over. They all looked on as what was left of Sentinel Gear X seemed to lean away from the building it was embedded in. Without the propulsion system driving the mech forward the unit itself began to lean a little each second bending metal with an ear splitting whine until it fell like a stone to the ground with a resounding thud. Now joined by Lyla the quartet seemed to relax some more. At least until the sound of metal moving in the rubble brought their attention. "P…peter… Parker…" All four of them stood on guard as the clone named Kaine, call sign Liquid Spider managed to emerge from the wreckage. His body looked more demolished than before to the point where his left arm was merely dangling from its socket, he walked with a limp, and blood seemed to flow from almost every open orifice. "Peeeeeter… Parkerrrrr…" He hissed until something seemed to stop Liquid as if someone had erected an invisible wall in front of him. Liquid's eyes widened with utter terror. "NO!" His good right arm clutched at his chest. He dropped to his knees as his eyes searched the sky frantically. "NOOOOO! THE SIGNAL!" Liquid Spider then began to howl in pain as his fingers went rigid but then just as quickly the roar stopped. The Liquid Spider…. The clone named Kaine fell face first to the ground… lifeless.

The quartet now breathed a collective sigh of relief though Spider looked to the sky using his mask's binocular function. "What happened to the air strike? We should be incinerated." Before anyone could respond his Codec went off. When he looked to the frequency he became confused. He then patched the others in as well.

"Can you hear me, you menace?"  
"Colonel?"  
"Yes. I'm here!"  
"What happened?"  
"We got a call from our mutual friend the Black Widow. Seems the Secretary of Defense was acting alone with help from the SWORD organization. They've all been placed under arrest."  
"SWORD?"  
"Yes. An anti-SHIELD organization created by General Nicholas Fury in the event SHIELD operatives went rogue. Thanks to the Widow's help I am now back in command."  
"So you called off the air strike?"  
"You bet I did! The orders were rescinded. Washington isn't stupid enough to allow some nukes to cover up a few secrets."  
"I wonder about that…" Lyla muttered.  
"Anyway the danger is over thanks to you. Thank you Spider!"  
"I didn't do it alone. Speaking of I have someone who'd like to talk to you…" 

Mary Jane took over the call and saw the face of her relative for the first time in days.  
"Hi Uncle JJ!"  
"Mary Jane! I'm glad you're okay! Thank you Spider! I hope you can forgive me. I… kept a lot of things from you." 

Spider's image returned. "It's okay Colonel."  
"Spider! I'm not a Colonel anymore!"  
"Oh yeah."  
"I do have a present for you… Gwen saw a couple snowmobiles close by to you in the satellite photos. Since this time of year the glaciers should be pretty calm so you should be able to ride them right out of there. Willing to bet the boys at the DIA and NSA didn't think you'd make it out of this one alive!"  
"That makes three of us!"  
"From there a helicopter is waiting for you all on Fox Island."  
"What about you, Jonah? You going to be okay?"  
"When you've been in this line of work long enough you learn how to protect yourself. I have an insurance policy…"  
Gwen then replaced Jameson's image. "I have a hard copy of all the data for your mission, Spidey!"  
Jameson reappeared. "As long as we have that, you four, Gwen, Mayday and I will be fine."  
"That reminds me… I need to speak to Mayday. I have a message for her. Better do it before the nanomachine batteries run out."  
"I'll switch over to her. Guess we won't be seeing each other again."  
"You wish Unc!" Mary Jane announced.  
"Yeah. We'll pay you a visit sometime."  
"Really?" Jameson smiled wide. "I look forward to it."

The image then switched to Dr. May "Mayday" Hunter.  
"It's me Spider."  
"I met someone during this mission. A red clad clone of Richard Parker going by the name Ben Reilly."  
She looked down. "I heard."  
"He saved all of our lives. He even had a message for you."  
She looked up with tears in her eyes.  
"He said to tell you he was sorry he didn't listen to you. He just wanted to live up to Uncle Ben's expectations. Specifically his motto of `With great power…'"  
"`…Comes great responsibility'. I did my best to instill him with that kind of responsibility. I joined this mission hoping to find him. I'd heard they had used a clone like you as a specimen for an experimental symbiote. I hoped I was wrong but seems it was him."  
"That man fought with every ounce of strength in his body and saved us all. I feel as if I've lost a brother today."  
"After getting to know you during this mission I have to say you two are a lot alike."  
"How did that happen? How did it happen that you raised Ben while I was raised by Uncle Ben."  
Mayday sighed heavily. "That I'm afraid is a very long story."  
"A story I intend to hear sometime. Thanks again for everything, Aunt May!"  
As he heard her sniffle and begin to cry the Codec went silent.

Solid Spider removed his mask to check the battery level of his Codec. Since it would not even register he figured the batteries were now dead. "Well looks like I won't be getting any calls anymore!" Shade Spider also removed his mask. "Just as well. You were on that thing too much anyway!" They laughed as they made their way to the alcove nearby to find two snowmobiles waiting.

"Look! I found this!" Mary Jane produced a small cloth that resembled a bandana of some kind. "Who would leave that just laying around?" Miguel asked. "Someone who doesn't need it anymore would be my guess… unless they dropped it." Lyla observed. "Let's keep it. As a reminder." "Of what?" Mary Jane asked. "A successful mission?" She then wrapped her arms around his waist resting her head on his back. "Or of the time we first met?" Peter Parker chuckled. "Both as well as a reminder of how to live. Until today I've lived only in the past not choosing to move forward with my life. Now I feel I'm ready to move on and start living my life… with you." He held her hands still wrapped around him. "So where too Webs?" "MJ I told you… my name's Peter. Peter Parker!" She shrugged as she sat on the back of the snowmobile. "Okay. Where too, Pete?" He sat down in front of her. After a few moments thought he replied. "Think I liked Webs better." They all laughed as Lyla Kravenoff sat in the front of the snowmobile. "Hey!" "Do you know how to drive one of these, doctor?" With a frown he pulled his mask back down and sat behind her wrapping his arms around her waist. With a chuckle they turned the two snowmobiles on and rode away making their wait to Fox Island…. And the rest of their lives. 

**Epilogue 1**

Location: Undisclosed  
Time of call: 0900 Local  
Call Intercepted due to multiple keywords search

The call had been intercepted using the usual means however their systems could only intercept half of the communication due to jamming. There was only one voice heard on the call…  
His call sign is SHOCKER OCELOT.

"Yes sir. All but one member of the unit was wiped out."

"Yes sir. Those four are still alive."

"Yes sir. I do have X's dummy warhead data and my cover is intact. Nobody knows who I really am."

"You are right, sir. DARPA chief Urich knew who I was but he's been dispatched thanks to the Successor transmission."

"Yes sir. We've sadly also lost the resources of SWORD thanks to the brash actions of Houseman. You were wise to distance yourself from them in the end."

"You are correct. In the end the inferior specimen won. To the very end Kaine thought _**HE**_ was the inferior one. Just like Sinister had planned. There are now only two clones of the Tarantula left. What should I do about the other three survivors?"

"Yes sir. I'll keep them under surveillance. Thank you, sir. Goodbye… Mr. President."

**Epilogue 2**

Location: Spider Island (Shadow Moses Island)  
Time: 2200 Hours Local

Hours after what would be called the Spider Island incident not a trace of life could be found. There had been so many human scents in the area the local wildlife made a point to stay clear away of the remains of the base… a place that had seen so much death, destruction, and was almost ground zero for a global catastrophe. Now barren and empty save for what was left behind in the aftermath something had clung to life. Somehow it found its way out of the broken elevator shaft and made its way to something familiar. It had grown fond of this form but as it had once before it began to bond with it only to find it cold and lifeless. Furious it pooled its efforts into repairing its former host.

After a few moments the disabled heart beat once more. Elated it continued and fully bonded with its host. Now standing upright the newly resurrected Liquid Spider examined his body. 

"**WE SAVED OURSELVES. NOW WE'LL MAKE EVERYONE PAY!**"**  
"WE'LL MAKE JAMESON PAY!"  
"WE'LL MAKE KRAVEN PAY!"  
"WE'LL MAKE THAT WOMAN PAY AND WE'LL DEFINITELY MAKE PARKER PAY!"**

"**LIQUID SPIDER IS NO MORE. NOW WE ARE ONE. NOW… WE ARE VENOM!"**

If you've managed to read this far firstly allow me to say thank you! It's because of you that this is possible!

Second I'd like to publicly say while I don't own the rights to any characters used in this story I do respect their work and this is considered somewhat of a homage.

Thirdly I'd also like to thank Hideo Kojima, Steve Ditko, Stan "The Man" Lee, and all the hard working men and women of Kojima Productions, Konami, and Marvel comics. Without which this would not be possible

Once more I hope you enjoyed this adventure. Perhaps you'll see another in the future. As old cartoons would say "Only time will tell!"

Until then


End file.
